ABSOLUTE STRATEGIES FUND
ABSOLUTE CONVERTIBLE ARBITRAGE FUND
ABSOLUTE CAPITAL OPPORTUNITIES FUND
ABSOLUTE FLEXIBLE FUND (together, the “Funds”)
Supplement dated July 6, 2023 to the Statement of Additional Information (“SAI”)
dated August 1, 2022, as supplemented
The sub-sections entitled “A. Board of Trustees,” and “B. Principal Officers of the Trust,” and “E. Compensation of
Trustees and Officers” in the section entitled “Board of Trustees, Management and Service Providers” beginning on page 30 of the SAI are hereby deleted in their entirety and replaced with the following:
BOARD OF TRUSTEES, MANAGEMENT AND SERVICE PROVIDERS
The Trust is governed by its Board of Trustees (the “Board” or “Trustees”). The Board oversees the management and
operations of the Trust and the Funds, in accordance with federal law, Delaware law and the stated policies of the Funds. The Board oversees the Trust’s officers and service providers, including the Adviser, which is responsible for the management of
the day-to-day operations of each Fund based on policies and agreements reviewed and approved by the Board. In carrying out these responsibilities, the Board regularly interacts with and receives reports from senior personnel of service providers and
the Trust’s Chief Compliance Officer (“CCO”). The Board also is assisted by the Trust’s independent auditor (which reports directly to the Trust’s Audit Committee), independent counsel and other experts as appropriate. The Trustees serve until their
respective successors have been elected and qualified or until their earlier death, resignation or removal.
The fund complex includes the funds advised by Absolute Investment Advisers LLC, which are the Absolute Capital
Opportunities Fund, the Absolute Convertible Arbitrage Fund, the Absolute Flexible Fund and the Absolute Strategies Fund (“Fund Complex”). The Funds do not hold themselves out as related to any other series within the Trust for purposes of investment
and investor services, nor do they share the same investment adviser with any other series.
Board Structure and Related Matters.
Independent Trustees constitute at least a majority of the Board members. An Independent Trustee serves as Independent Chair of the Board. The Independent Chair’s responsibilities include: setting an agenda for each meeting of the Board;
presiding at all meetings of the Board and Independent Trustees; and serving as a liaison with other Trustees, the Trust’s officers, other management personnel and counsel to the Funds. The Independent Chair also performs such other duties as the
Board may from time to time determine.
The Trustees discharge their responsibilities collectively as a Board, as well as through Board committees, each of which operates
pursuant to a charter or procedures approved by the Board that delineates the specific responsibilities of that committee. The Board has established three standing committees: the Audit Committee, the Nominating Committee and the Qualified Legal
Compliance Committee. The members and responsibilities of each Board committee are summarized below.
The Board periodically evaluates its structure and composition as well as various aspects of its operations. The
Board believes that its leadership structure, including its Independent Chair position and its committees, is appropriate for the Trust in light of, among other factors, the asset size and nature of each Fund, the number of funds overseen by the
Board, the arrangements for the conduct of each Fund’s operations, the number of Trustees and the Board’s responsibilities. On an annual basis, the Board conducts a self-evaluation that considers, among other matters, whether the Board and its
committees are functioning effectively and whether, given the size and composition of the Board and each of its committees, the Trustees are able to oversee effectively the number of funds.
The Board holds four regularly scheduled meetings each year, which are normally expected to be in person. The Board may hold special
meetings, as needed, either in person or by telephone, to address matters arising between regular meetings. At least once per quarter, during a regularly scheduled meeting of the Board, the Independent Trustees meet without the presence of interested
Trustees.
The Trustees are identified in the table below, which provides information as to their principal business
occupations held during the last five years and certain other information. Each Trustee serves until his or her death, resignation or removal. The address for all Trustees is c/o Apex Fund Services, Three Canal Plaza, Suite 600, Portland, Maine
04101. John Y. Keffer, a former Trustee of the Trust, has been appointed as a Trustee Emeritus by the Board. As Trustee Emeritus, Mr. Keffer will not have a vote with respect to Trust matters; however, Mr. Keffer may attend Board meetings.
|
Name and Year
of Birth
|
|
Length of Time Served
|
Principal Occupation(s) During Past Five Years
|
Number of Series in Fund Complex Overseen
By Trustee
|
Other Directorships Held By Trustee During Past Five Years
|
|
Independent Trustees
|
|
David Tucker Born: 1958
|
Trustee; Chairman of the Board
|
Since 2011 and Chairman since 2018
|
Director, Blue Sky Experience (a charitable endeavor) since 2008; Senior Vice President
& General Counsel, American Century Companies (an investment management firm) 1998-2008.
|
4
|
Trustee, Forum Funds II and U.S. Global Investors Funds
|
|
Mark D. Moyer Born: 1959
|
Trustee
|
Since 2018
|
Independent consultant providing interim CFO services, principally to non- profit organizations, since
2021; Chief Financial Officer, Freedom House (a NGO advocating political freedom and democracy) 2017-2021.
|
4
|
Trustee, Forum Funds II and U.S. Global Investors Funds
|
|
Jennifer Brown- Strabley
Born: 1964
|
Trustee
|
Since 2018
|
Principal, Portland Global Advisors (a registered investment adviser) 1996-2010.
|
4
|
Trustee, Forum Funds II and U.S. Global Investors Funds
|
|
Interested Trustees(1)
|
|
Karen Shaw Born: 1972
|
Trustee
|
Since 2023
|
Senior Vice President, Apex Fund Services since 2019; Senior Vice President, Atlantic Fund Services
2008-2019.
|
4
|
Trustee, Forum Funds II and U.S. Global Investors Funds
|
(1) Karen Shaw is currently an interested person of the Trust, as defined in the 1940 Act, due to her affiliation with Apex
Fund Services and her roles as Treasurer and Principal Financial Officer of the Trust.
In addition to the information set forth in the table above, each Trustee possesses other relevant qualifications, experience,
attributes or skills. The following provides additional information about these qualifications and experience.
David Tucker: Mr.
Tucker has extensive experience in the investment management industry, including experience in senior management, legal and compliance roles at two large mutual fund complexes; service on various committees of the Investment Company Institute
(“ICI”); and director of ICI Mutual (a mutual insurance company sponsored by the investment company industry), including service as chairman of the underwriting, risk and fraud committees of ICI Mutual’s board of directors. Mr. Tucker actively serves
charitable organizations in the metropolitan Kansas City area.
Mark D. Moyer: Mr. Moyer has
extensive experience with finance. He has served as chief financial officer for several non- governmental organizations and a publicly-listed integrated media company. Mr. Moyer also served as an adjunct professor of accounting at Fairfield
University.
Jennifer Brown-Strabley: Ms.
Brown-Strabley has extensive experience in the financial services and investment management industry, including institutional sales experience in global fixed-income and related quantitative research. Ms. Brown-Strabley also has experience in
business start-up and operations and as a former principal of a registered investment adviser, for which she continues to provide consulting advice from time to time.
Karen Shaw: Ms. Shaw has extensive experience in the fund services industry, including management roles in mutual fund operations,
financial and regulatory reporting. Ms. Shaw’s experience also includes testing and implementation, project management and client management. Ms. Shaw has a deep understanding of pooled investment products, including mutual fund governance,
operations and reporting.
Risk Oversight. Consistent
with its responsibility for oversight of the Trust and the Funds, the Board oversees the management of risks relating to the administration and operation of the Trust and the Funds. The Adviser, as part of its responsibilities for the day-to-day
operations of the Funds, is responsible for day-to-day risk management. The Board, in the exercise of its reasonable business judgment, also separately considers potential risks that may impact the Funds. The Board performs this risk management
oversight directly and, as to certain matters, through its committees (described below) and through the Independent Trustees. The following provides an overview of the principal, but not all, aspects of the Board’s oversight of risk management for
the Trust and the Funds.
In general, the Funds' risks include, among others, investment risk, valuation risk, compliance risk and operational risk. The Board has
adopted, and periodically reviews, policies and procedures designed to address these and other risks to the Trust and the Funds. In addition, under the general oversight of the Board, the Adviser, and the Subadviser and other service providers have
themselves adopted a variety of policies, procedures and controls designed to address particular risks. Different processes, procedures and controls are employed with respect to different types of risks. Further, the Adviser and the Subadviser
oversee and regularly monitor the investments, operations and compliance of each Fund’s investments.
The Board also oversees risk management for the Trust and the Funds through review of regular reports, presentations and other
information from officers of the Trust and other persons. Senior officers of the Trust, senior officers of the Adviser and the CCO regularly report to the Board on a range of matters, including those relating to risk management. In this regard, the
Board periodically receives reports regarding other service providers to the Trust, either directly or through the CCO. On at least a quarterly basis, the Independent Trustees meet with the CCO to discuss matters relating to the Funds' compliance
program. Further, at least annually, the Board receives a report from the CCO regarding the effectiveness of the Funds' compliance program.
The Board has designated the Adviser as the valuation designee pursuant to Rule 2a-5 under the 1940 Act, and delegated to the Adviser
the responsibility for making fair value determinations with respect to the Fund’s portfolio securities. The Adviser, as the valuation designee, is responsible for periodically assessing any material risks associated with the determination of the
fair value of the Fund’s investments; establishing and applying fair value methodologies; testing the appropriateness of fair value methodologies; and overseeing and evaluating third-party pricing services. The Adviser, as valuation designee, carries
out its fair valuation responsibilities pursuant to and procedures approved by the Board. The Adviser, as valuation designee, reports to the Board on the pricing of the Fund’s shares and the valuation of the Fund’s portfolio securities; recommends
independent pricing services to provide a value for Fund assets; makes and monitors fair value determinations pursuant to the valuation policies and procedures; and carries out any other functions designated to the Adviser relating to the valuation
of Fund assets.
The Board also regularly receives reports from the Adviser or a Subadviser with respect to the investments and securities trading of the
Funds. For example, typically, the Board receives reports, presentations and other information from the Adviser or a Subadviser on at least an annual basis in connection with the Board’s consideration of the renewal of the investment advisory
agreement between the Adviser and the Trust on behalf of the Funds (the “Advisory Agreement”). Also, if applicable, the Board receives reports from the Adviser and other service providers in connection with the Board’s consideration of the renewal of
any distribution plan of the Funds under Rule 12b-1 under the 1940 Act. Senior officers of the Trust and senior officers of the Adviser also report regularly to the Audit Committee on valuation matters, internal controls and accounting and financial
reporting policies and practices. In addition, the Audit Committee receives regular reports from the Trust’s independent auditors on internal control and financial reporting matters.
Trustee Ownership in the Funds and
the Fund Complex. The following table sets forth each Trustee’s ownership of the Funds and the Fund Complex.
|
Trustees
Independent Trustees
|
Dollar Range of Beneficial
Ownership in the Funds as of
December 31, 2022
|
Aggregate
Dollar Range
of Ownership
as of December
31, 2022 in all
Registered
Investment
Companies
Overseen by
Trustee in the
Fund Complex
|
|
Absolute
Capital
Opportunities
Fund
|
Absolute
Convertible
Arbitrage
Fund
|
Absolute
Flexible Fund
|
Absolute
Strategies
Fund
|
|
David Tucker
|
None
|
None
|
None
|
None
|
None
|
|
Mark D. Moyer
|
None
|
None
|
None
|
None
|
None
|
|
Jennifer Brown-Strabley
|
None
|
None
|
None
|
None
|
None
|
|
Interested Trustee
|
|
Karen Shaw
|
None
|
None
|
None
|
None
|
None
|
|
B.
|
Principal Officers of the Trust
|
The officers of the Trust conduct and supervise its daily business. As of the date of this SAI, the officers of the Trust, their
years of birth and their principal occupations during the past five calendar years are as set forth below. Each officer serves until his or her death, resignation or removal and replacement. The business address of each officer is c/o Apex Fund
Services, Three Canal Plaza, Suite 600, Portland, Maine 04101.
|
Name and Year of Birth
|
Position with the Trust
|
Length of Time Served
|
Principal Occupation(s) During Past 5 Years
|
|
Zachary Tackett
Born: 1988
|
President; Principal Executive Officer; Anti-Money Laundering Compliance Officer; Identity Theft Prevention Officer
|
President and Principal Executive Officer since 2023; Anti-Money Laundering Compliance Officer and Identity Theft Prevention Officer since 2014
|
Senior Counsel, Apex Fund Services since 2019; Counsel, Atlantic Fund Services 2014-2019.
|
|
Karen Shaw
Born: 1972
|
Treasurer; Principal Financial Officer
|
Since 2008
|
Senior Vice President, Apex Fund Services since 2019; Senior Vice President, Atlantic Fund Services 2008-2019.
|
|
Carlyn Edgar
Born: 1963
|
Chief Compliance Officer
|
Chief Compliance Officer 2008-2016 and 2021-current; Vice President since 2008
|
Senior Vice President, Apex Fund Services since 2019; Senior Vice President, Atlantic Fund Services 2008-2019.
|
|
Lindsey Dorval
Born: 1981
|
Vice President; Secretary
|
Since 2023
|
Counsel, Apex Fund Services since 2020.
|
|
E.
|
Compensation of Trustees and Officers
|
For the year ended December 31, 2022,
each Trustee was paid an annual fee of $45,000 for service to the Trust, and the Chairman of the Board was paid an annual fee of $55,000. The Chairman of the Audit Committee was paid an additional annual fee of $2,000. The
Trustees and Chairman may receive additional fees for special Board meetings. Each Trustee is also reimbursed for all reasonable out-of-pocket expenses incurred in connection with his or her duties as a Trustee, including travel and related
expenses incurred in attending Board meetings. No officer of the Trust is compensated by the Trust, but officers are reimbursed for travel and related expenses incurred in attending Board meetings held outside of Portland, Maine.
The following table sets forth the fees paid to each Trustee by the Funds and the
Fund Complex for the fiscal year ended March 31, 2023.
|
Trustee
|
Aggregate Compensation from the Funds
|
Pension or Retirement Benefits Accrued as part of Fund Expenses
|
Total Compensation from Fund Complex
|
|
Absolute Capital Opportunities
Fund
|
Absolute Convertible Arbitrage
Fund
|
Absolute Flexible Fund*
|
Absolute Strategies
Fund
|
|
Independent Trustees
|
|
David Tucker
|
$3,050
|
$8,813
|
$1,079
|
$2,180
|
N/A
|
$15,122
|
|
Mark D. Moyer
|
$2,580
|
$7,446
|
$902
|
$1,841
|
N/A
|
$12,769
|
|
Jennifer Brown-Strabley
|
$2,474
|
$7,143
|
$866
|
$1,766
|
N/A
|
$12,249
|
|
Interested Trustee
|
|
Karen Shaw
|
$0
|
$0
|
$0
|
$0
|
N/A
|
$0
|
*The Absolute Flexible Fund commenced operations on June 30, 2022.
* * *
For more information, please contact a Fund customer service representative toll free at
(888) 99-ABSOLUTE or (888) 992-2765.
PLEASE RETAIN FOR FUTURE REFERENCE.
AUXIER FOCUS FUND (the “Fund”)
Supplement dated July 6, 2023 to the Statement of Additional Information (“SAI”)
dated November 1, 2022
The sub-sections entitled “A. Board of Trustees,” and “B. Principal Officers of the Trust,” and “E. Compensation of
Trustees and Officers” in the section entitled “Board of Trustees, Management and Service Providers” beginning on page 16 of the SAI are hereby deleted in their entirety and replaced with the following:
BOARD OF TRUSTEES, MANAGEMENT AND SERVICE PROVIDERS
A. Board of Trustees
The Trust is governed by its Board of Trustees (the “Board” or “Trustees”). The Board oversees the management and
operations of the Trust and the Fund, in accordance with federal law, Delaware law and the stated policies of the Fund. The Board oversees the Trust’s officers and service providers, including the Adviser, which is responsible for the management of
the day-to-day operations of the Fund based on policies and agreements reviewed and approved by the Board. In carrying out these responsibilities, the Board regularly interacts with and receives reports from senior personnel of service providers and
the Trust’s Chief Compliance Officer (“CCO”). The Board also is assisted by the Trust’s independent auditor (which reports directly to the Trust’s Audit Committee), independent counsel and other experts as appropriate. The Trustees serve until their
respective successors have been elected and qualified or until their earlier death, resignation or removal.
The Fund does not hold itself out as related to any other series within the Trust for purposes of investment and
investor services, nor does it share the same investment adviser with any other series. As a result, the term “Fund Complex” applies only to the Fund.
Board Structure and Related Matters. Independent
Trustees constitute at least a majority of the Board members. An Independent Trustee serves as Independent Chair of the Board. The Independent Chair’s responsibilities include: setting an agenda for each meeting of the Board; presiding at all
meetings of the Board and Independent Trustees; and serving as a liaison with other Trustees, the Trust’s officers, other management personnel and counsel to the Fund. The Independent Chair also performs such other duties as the Board may from time
to time determine.
The Trustees discharge their responsibilities collectively as a Board, as well as through Board committees, each of
which operates pursuant to a charter or procedures approved by the Board that delineates the specific responsibilities of that committee. The Board has established three standing committees: the Audit Committee, the Nominating Committee and the
Qualified Legal Compliance Committee. The members and responsibilities of each Board committee are summarized below.
The Board periodically evaluates its structure and composition as well as various aspects of its operations. The Board believes that
its leadership structure, including its Independent Chair position and its committees, is appropriate for the Trust in light of, among other factors, the asset size and nature of the Fund, the number of funds overseen by the Board, the arrangements
for the conduct of the Fund’s operations, the number of Trustees and the Board’s responsibilities. On an annual basis, the Board conducts a self-evaluation that considers, among other matters, whether the Board and its committees are functioning
effectively and whether, given the size and composition of the Board and each of its committees, the Trustees are able to oversee effectively the number of funds.
The Board holds four regularly scheduled meetings each year, which are normally expected to be in person. The Board
may hold special meetings, as needed, either in person or by telephone, to address matters arising between regular meetings. At least once per quarter, during a regularly scheduled meeting of the Board, the Independent Trustees meet without the
presence of interested Trustees.
The Trustees are identified in the table below, which provides information as to their principal business occupations held during the
last five years and certain other information. Each Trustee serves until his or her death, resignation or removal. The address for all Trustees is c/o Apex Fund Services, Three Canal Plaza, Suite 600, Portland, Maine 04101. John Y. Keffer, a former
Trustee of the Trust, has been appointed as a Trustee Emeritus by the Board. As Trustee Emeritus, Mr. Keffer will not have a vote with respect to Trust matters; however, Mr. Keffer may attend Board meetings.
|
Name and Year
of Birth
|
|
Length of Time Served
|
Principal Occupation(s) During Past Five Years
|
Number of Series in Fund Complex Overseen
By Trustee
|
Other Directorships Held By Trustee During Past Five Years
|
|
Independent Trustees
|
|
David Tucker Born: 1958
|
Trustee; Chairman of the Board
|
Since 2011 and Chairman since 2018
|
Director, Blue Sky Experience (a charitable endeavor) since 2008; Senior Vice President
& General Counsel, American Century Companies (an investment management firm) 1998-2008.
|
1
|
Trustee, Forum Funds II and U.S. Global Investors Funds
|
|
Mark D. Moyer Born: 1959
|
Trustee
|
Since 2018
|
Independent consultant providing interim CFO services, principally to non- profit organizations, since
2021; Chief Financial Officer, Freedom House (a NGO advocating political freedom and democracy) 2017-2021.
|
1
|
Trustee, Forum Funds II and U.S. Global Investors Funds
|
|
Jennifer Brown- Strabley
Born: 1964
|
Trustee
|
Since 2018
|
Principal, Portland Global Advisors (a registered investment adviser) 1996-2010.
|
1
|
Trustee, Forum Funds II and U.S. Global Investors Funds
|
|
Interested Trustees(1)
|
|
Karen Shaw Born: 1972
|
Trustee
|
Since 2023
|
Senior Vice President, Apex Fund Services since 2019; Senior Vice President, Atlantic Fund Services
2008-2019.
|
1
|
Trustee, Forum Funds II and U.S. Global Investors Funds
|
(1) Karen Shaw is currently an interested person of the Trust, as defined in the 1940 Act, due to her affiliation with Apex
Fund Services and her roles as Treasurer and Principal Financial Officer of the Trust.
In addition to the information set forth in the table above, each Trustee possesses other relevant qualifications, experience,
attributes or skills. The following provides additional information about these qualifications and experience.
David Tucker: Mr.
Tucker has extensive experience in the investment management industry, including experience in senior management, legal and compliance roles at two large mutual fund complexes; service on various committees of the Investment Company Institute
(“ICI”); and director of ICI Mutual (a mutual insurance company sponsored by the investment company industry), including service as chairman of the underwriting, risk and fraud committees of ICI Mutual’s board of directors. Mr. Tucker actively serves
charitable organizations in the metropolitan Kansas City area.
Mark D. Moyer: Mr. Moyer has
extensive experience with finance. He has served as chief financial officer for several non- governmental organizations and a publicly-listed integrated media company. Mr. Moyer also served as an adjunct professor of accounting at Fairfield
University.
Jennifer Brown-Strabley: Ms.
Brown-Strabley has extensive experience in the financial services and investment management industry, including institutional sales experience in global fixed-income and related quantitative research. Ms. Brown-Strabley also has experience in
business start-up and operations and as a former principal of a registered investment adviser, for which she continues to provide consulting advice from time to time.
Karen Shaw: Ms. Shaw has extensive experience in the fund services industry, including management roles in mutual fund operations,
financial and regulatory reporting. Ms. Shaw’s experience also includes testing and implementation, project management and client management. Ms. Shaw has a deep understanding of pooled investment products, including mutual fund governance,
operations and reporting.
Risk Oversight. Consistent
with its responsibility for oversight of the Trust and the Fund, the Board oversees the management of risks relating to the administration and operation of the Trust and the Fund. The Adviser, as part of its responsibilities for the day-to-day
operations of the Fund, is responsible for day-to-day risk management. The Board, in the exercise of its reasonable business judgment, also separately considers potential risks that may impact the Fund. The Board performs this risk management
oversight directly and, as to certain matters, through its committees (described below) and through the Independent Trustees. The following provides an overview of the principal, but not all, aspects of the Board’s oversight of risk management for
the Trust and the Fund.
In general, the Fund’s risks include, among others, investment risk, valuation risk, compliance risk and operational
risk. The Board has adopted, and periodically reviews, policies and procedures designed to address these and other risks to the Trust and the Fund. In addition, under the general oversight of the Board, the Adviser and other service providers have
themselves adopted a variety of policies, procedures and controls designed to address particular risks. Different processes, procedures and controls are employed with respect to different types of risks. Further, the Adviser oversees and regularly
monitors the investments, operations and compliance of the Fund’s investments.
The Board also oversees risk management for the Trust and the Fund through review of regular reports, presentations and other
information from officers of the Trust and other persons. Senior officers of the Trust, senior officers of the Adviser and the CCO regularly report to the Board on a range of matters, including those relating to risk management. In this regard, the
Board periodically receives reports regarding other service providers to the Trust, either directly or through the CCO. On at least a quarterly basis, the Independent Trustees meet with the CCO to discuss matters relating to the Fund’s compliance
program. Further, at least annually, the Board receives a report from the CCO regarding the effectiveness of the Fund’s compliance program.
The Board has designated the Adviser as the valuation designee pursuant to Rule 2a-5 under the Investment Company Act of 1940, as
amended, and delegated to the Adviser the responsibility for making fair value determinations with respect to the Fund’s portfolio securities. The Adviser, as the valuation designee, is responsible for periodically assessing any material risks
associated with the determination of the fair value of the Fund’s investments; establishing and applying fair value methodologies; testing the appropriateness of fair value methodologies; and overseeing and evaluating third-party pricing services.
The Adviser, as valuation designee, carries out its fair valuation responsibilities pursuant to and procedures approved by the Board. The Adviser, as valuation designee, reports to the Board on the pricing of the Fund's shares and the valuation of
the Fund's portfolio securities; recommends independent pricing services to provide a value for Fund assets; makes and monitors fair value determinations pursuant to the valuation policies and procedures; and carries out any other functions
designated to the Adviser relating to the valuation of Fund assets.
The Board also regularly receives reports from the Adviser with respect to the investments and securities trading of the Fund. For
example, typically, the Board receives reports, presentations and other information from the Adviser on at least an annual basis in connection with the Board’s consideration of the renewal of the investment advisory agreement between the Adviser and
the Trust on behalf of the Fund (the “Advisory Agreement”). Also, if applicable, the Board receives reports from the Adviser and other service providers in connection with the Board’s consideration of the renewal of any distribution plan of the Fund
under Rule 12b-1 under the 1940 Act. Senior officers of the Trust and senior officers of the Adviser also report regularly to the Audit Committee on valuation matters, internal controls and accounting and financial reporting policies and practices.
In addition, the Audit Committee receives regular reports from the Trust’s independent auditors on internal control and financial reporting matters.
Trustee Ownership in the Fund and the Fund Complex. The following table sets forth each Trustee’s ownership of the Fund and the Fund Complex.
|
Trustees
|
Dollar Range of Beneficial Ownership in the Funds as of December 31, 2022
|
Aggregate Dollar Range of Ownership as of December 31, 2022 in all Registered
Investment Companies Overseen by Trustee in the Fund Complex
|
|
Independent Trustees
|
|
David Tucker
|
None
|
None
|
|
Mark D. Moyer
|
None
|
None
|
|
Jennifer Brown-Strabley
|
None
|
None
|
|
Interested Trustee
|
|
Karen Shaw
|
None
|
None
|
B. Principal Officers of the Trust
The officers of the Trust conduct and supervise its daily business. As of the date of this SAI, the officers of
the Trust, their years of birth and their principal occupations during the past five calendar years are as set forth below. Each officer serves until his or her death, resignation or removal and replacement. The business address of each officer is
c/o Apex Fund Services, Three Canal Plaza, Suite 600, Portland, Maine 04101.
|
Name and Year of Birth
|
Position with the Trust
|
Length of Time Served
|
Principal Occupation(s) During Past 5 Years
|
|
Zachary Tackett
Born: 1988
|
President; Principal Executive Officer; Anti-Money Laundering Compliance Officer; Identity Theft Prevention Officer
|
President and Principal Executive Officer since 2023; Anti-Money Laundering Compliance Officer and Identity Theft Prevention Officer since 2014
|
Senior Counsel, Apex Fund Services since 2019; Counsel, Atlantic Fund Services 2014-2019.
|
|
Karen Shaw
Born: 1972
|
Treasurer; Principal Financial Officer
|
Since 2008
|
Senior Vice President, Apex Fund Services since 2019; Senior Vice President, Atlantic Fund Services 2008-2019.
|
|
Carlyn Edgar
Born: 1963
|
Chief Compliance Officer
|
Chief Compliance Officer 2008-2016 and 2021-current; Vice President since 2008
|
Senior Vice President, Apex Fund Services since 2019; Senior Vice President, Atlantic Fund Services 2008-2019.
|
|
Lindsey Dorval
Born: 1981
|
Vice President; Secretary
|
Since 2023
|
Counsel, Apex Fund Services since 2020.
|
E. Compensation of Trustees and Officers
For the year ended December 31, 2021, each Trustee was
paid an annual fee of $31,000 for service to the Trust. The Chairman of the Board was paid an annual fee of $41,000. The Chairman of the Audit Committee was paid an additional fee of $2,000 annually. Effective January 1, 2022, each
Trustee will receive an annual fee of $45,000 for service to the Trust, and the Chairman of the Board will receive an annual fee of $55,000. The Chairman of the Audit Committee will continue to receive an additional fee of $2,000 annually. The
Trustees and Chairman may receive additional fees for special Board meetings. Each Trustee is also reimbursed for all reasonable out-of-pocket expenses incurred in connection with his or her duties as a Trustee, including travel and related
expenses incurred in attending Board meetings. No officer of the Trust is compensated by the Trust, but officers are reimbursed for travel and related expenses incurred in attending Board meetings held outside of Portland, Maine.
The following table sets forth the fees paid to each Trustee by the Fund and
the Fund Complex for the fiscal year ended June 30, 2022.
|
Trustee
|
Aggregate Compensation from the Fund
|
Pension or Retirement Benefits Accrued as part of Fund Expenses
|
Total Compensation from Fund Complex
|
|
Independent Trustees
|
|
David Tucker
|
$3,342
|
N/A
|
$3,342
|
|
Mark D. Moyer
|
$2,781
|
N/A |
$2,781
|
|
Jennifer Brown-Strabley
|
$2,643
|
N/A |
$2,643
|
|
Interested Trustee
|
|
Karen Shaw
|
$0
|
N/A |
$0
|
* * *
For more information, please contact a Fund customer service representative toll free at
(877) 3-AUXIER or (877) 328-9437.
PLEASE RETAIN FOR FUTURE REFERENCE.
BECK, MACK + OLIVER PARTNERS FUND (the “Fund”)
Supplement dated July 6, 2023 to the Statement of Additional Information (“SAI”)
dated August 1, 2022, as supplemented
The sub-sections entitled “A. Board of Trustees,” and “B. Principal Officers of the Trust,” and “E. Compensation of
Trustees and Officers” in the section entitled “Board of Trustees, Management and Service Providers” beginning on page 21 of the SAI are hereby deleted in their entirety and replaced with the following:
BOARD OF TRUSTEES, MANAGEMENT AND SERVICE PROVIDERS
A. Board of Trustees
The Trust is governed by its Board of Trustees (the “Board” or “Trustees”). The Board oversees the management and
operations of the Trust and the Fund, in accordance with federal law, Delaware law and the stated policies of the Fund. The Board oversees the Trust’s officers and service providers, including the Adviser, which is responsible for the management of
the day-to-day operations of the Fund based on policies and agreements reviewed and approved by the Board. In carrying out these responsibilities, the Board regularly interacts with and receives reports from senior personnel of service providers and
the Trust’s Chief Compliance Officer (“CCO”). The Board also is assisted by the Trust’s independent auditor (which reports directly to the Trust’s Audit Committee), independent counsel and other experts as appropriate. The Trustees serve until their
respective successors have been elected and qualified or until their earlier death, resignation or removal.
The Fund does not hold itself out as related to any other series within the Trust for purposes of investment and
investor services, nor does it share the same investment adviser with any other series. As a result, the term “Fund Complex” applies only to the Fund.
Board Structure and Related Matters. Independent
Trustees constitute at least a majority of the Board members. An Independent Trustee serves as Independent Chair of the Board. The Independent Chair’s responsibilities include: setting an agenda for each meeting of the Board; presiding at all
meetings of the Board and Independent Trustees; and serving as a liaison with other Trustees, the Trust’s officers, other management personnel and counsel to the Fund. The Independent Chair also performs such other duties as the Board may from time
to time determine.
The Trustees discharge their responsibilities collectively as a Board, as well as through Board committees, each of
which operates pursuant to a charter or procedures approved by the Board that delineates the specific responsibilities of that committee. The Board has established three standing committees: the Audit Committee, the Nominating Committee and the
Qualified Legal Compliance Committee. The members and responsibilities of each Board committee are summarized below.
The Board periodically evaluates its structure and composition as well as various aspects of its operations. The Board believes that
its leadership structure, including its Independent Chair position and its committees, is appropriate for the Trust in light of, among other factors, the asset size and nature of the Fund, the number of funds overseen by the Board, the arrangements
for the conduct of the Fund’s operations, the number of Trustees and the Board’s responsibilities. On an annual basis, the Board conducts a self-evaluation that considers, among other matters, whether the Board and its committees are functioning
effectively and whether, given the size and composition of the Board and each of its committees, the Trustees are able to oversee effectively the number of funds.
The Board holds four regularly scheduled meetings each year, which are normally expected to be in person. The Board
may hold special meetings, as needed, either in person or by telephone, to address matters arising between regular meetings. At least once per quarter, during a regularly scheduled meeting of the Board, the Independent Trustees meet without the
presence of interested Trustees.
The Trustees are identified in the table below, which provides information as to their principal business occupations held during the
last five years and certain other information. Each Trustee serves until his or her death, resignation or removal. The address for all Trustees is c/o Apex Fund Services, Three Canal Plaza, Suite 600, Portland, Maine 04101. John Y. Keffer, a former
Trustee of the Trust, has been appointed as a Trustee Emeritus by the Board. As Trustee Emeritus, Mr. Keffer will not have a vote with respect to Trust matters; however, Mr. Keffer may attend Board meetings.
|
Name and Year
of Birth
|
|
Length of Time Served
|
Principal Occupation(s) During Past Five Years
|
Number of Series in Fund Complex Overseen
By Trustee
|
Other Directorships Held By Trustee During Past Five Years
|
|
Independent Trustees
|
|
David Tucker Born: 1958
|
Trustee; Chairman of the Board
|
Since 2011 and Chairman since 2018
|
Director, Blue Sky Experience (a charitable endeavor) since 2008; Senior Vice President
& General Counsel, American Century Companies (an investment management firm) 1998-2008.
|
1
|
Trustee, Forum Funds II and U.S. Global Investors Funds
|
|
Mark D. Moyer Born: 1959
|
Trustee
|
Since 2018
|
Independent consultant providing interim CFO services, principally to non- profit organizations, since
2021; Chief Financial Officer, Freedom House (a NGO advocating political freedom and democracy) 2017-2021.
|
1
|
Trustee, Forum Funds II and U.S. Global Investors Funds
|
|
Jennifer Brown- Strabley
Born: 1964
|
Trustee
|
Since 2018
|
Principal, Portland Global Advisors (a registered investment adviser) 1996-2010.
|
1
|
Trustee, Forum Funds II and U.S. Global Investors Funds
|
|
Interested Trustees(1)
|
|
Karen Shaw Born: 1972
|
Trustee
|
Since 2023
|
Senior Vice President, Apex Fund Services since 2019; Senior Vice President, Atlantic Fund Services
2008-2019.
|
1
|
Trustee, Forum Funds II and U.S. Global Investors Funds
|
(1) Karen Shaw is currently an interested person of the Trust, as defined in the 1940 Act, due to her affiliation with Apex
Fund Services and her roles as Treasurer and Principal Financial Officer of the Trust.
In addition to the information set forth in the table above, each Trustee possesses other relevant qualifications, experience,
attributes or skills. The following provides additional information about these qualifications and experience.
David Tucker: Mr.
Tucker has extensive experience in the investment management industry, including experience in senior management, legal and compliance roles at two large mutual fund complexes; service on various committees of the Investment Company Institute
(“ICI”); and director of ICI Mutual (a mutual insurance company sponsored by the investment company industry), including service as chairman of the underwriting, risk and fraud committees of ICI Mutual’s board of directors. Mr. Tucker actively serves
charitable organizations in the metropolitan Kansas City area.
Mark D. Moyer: Mr. Moyer has
extensive experience with finance. He has served as chief financial officer for several non- governmental organizations and a publicly-listed integrated media company. Mr. Moyer also served as an adjunct professor of accounting at Fairfield
University.
Jennifer Brown-Strabley: Ms.
Brown-Strabley has extensive experience in the financial services and investment management industry, including institutional sales experience in global fixed-income and related quantitative research. Ms. Brown-Strabley also has experience in
business start-up and operations and as a former principal of a registered investment adviser, for which she continues to provide consulting advice from time to time.
Karen Shaw: Ms. Shaw has extensive experience in the fund services industry, including management roles in mutual fund operations,
financial and regulatory reporting. Ms. Shaw’s experience also includes testing and implementation, project management and client management. Ms. Shaw has a deep understanding of pooled investment products, including mutual fund governance,
operations and reporting.
Risk Oversight. Consistent
with its responsibility for oversight of the Trust and the Fund, the Board oversees the management of risks relating to the administration and operation of the Trust and the Fund. The Adviser, as part of its responsibilities for the day-to-day
operations of the Fund, is responsible for day-to-day risk management. The Board, in the exercise of its reasonable business judgment, also separately considers potential risks that may impact the Fund. The Board performs this risk management
oversight directly and, as to certain matters, through its committees (described below) and through the Independent Trustees. The following provides an overview of the principal, but not all, aspects of the Board’s oversight of risk management for
the Trust and the Fund.
In general, the Fund’s risks include, among others, investment risk, valuation risk, compliance risk and operational
risk. The Board has adopted, and periodically reviews, policies and procedures designed to address these and other risks to the Trust and the Fund. In addition, under the general oversight of the Board, the Adviser and other service providers have
themselves adopted a variety of policies, procedures and controls designed to address particular risks. Different processes, procedures and controls are employed with respect to different types of risks. Further, the Adviser oversees and regularly
monitors the investments, operations and compliance of the Fund’s investments.
The Board also oversees risk management for the Trust and the Fund through review of regular reports, presentations and other
information from officers of the Trust and other persons. Senior officers of the Trust, senior officers of the Adviser and the CCO regularly report to the Board on a range of matters, including those relating to risk management. In this regard, the
Board periodically receives reports regarding other service providers to the Trust, either directly or through the CCO. On at least a quarterly basis, the Independent Trustees meet with the CCO to discuss matters relating to the Fund’s compliance
program. Further, at least annually, the Board receives a report from the CCO regarding the effectiveness of the Fund’s compliance program.
The Board has designated the Adviser as the valuation designee pursuant to Rule 2a-5 under the Investment Company Act of 1940, as
amended, and delegated to the Adviser the responsibility for making fair value determinations with respect to the Fund’s portfolio securities. The Adviser, as the valuation designee, is responsible for periodically assessing any material risks
associated with the determination of the fair value of the Fund’s investments; establishing and applying fair value methodologies; testing the appropriateness of fair value methodologies; and overseeing and evaluating third-party pricing services.
The Adviser, as valuation designee, carries out its fair valuation responsibilities pursuant to and procedures approved by the Board. The Adviser, as valuation designee, reports to the Board on the pricing of the Fund's shares and the valuation of
the Fund's portfolio securities; recommends independent pricing services to provide a value for Fund assets; makes and monitors fair value determinations pursuant to the valuation policies and procedures; and carries out any other functions
designated to the Adviser relating to the valuation of Fund assets.
The Board also regularly receives reports from the Adviser with respect to the investments and securities trading of the Fund. For
example, typically, the Board receives reports, presentations and other information from the Adviser on at least an annual basis in connection with the Board’s consideration of the renewal of the investment advisory agreement between the Adviser and
the Trust on behalf of the Fund (the “Advisory Agreement”). Also, if applicable, the Board receives reports from the Adviser and other service providers in connection with the Board’s consideration of the renewal of any distribution plan of the Fund
under Rule 12b-1 under the 1940 Act. Senior officers of the Trust and senior officers of the Adviser also report regularly to the Audit Committee on valuation matters, internal controls and accounting and financial reporting policies and practices.
In addition, the Audit Committee receives regular reports from the Trust’s independent auditors on internal control and financial reporting matters.
Trustee Ownership in the Fund and the Fund Complex. The following table sets forth each Trustee’s ownership of the Fund and the Fund Complex.
|
Trustees
|
Dollar Range of Beneficial Ownership in the Funds as of December 31, 2022
|
Aggregate Dollar Range of Ownership as of December 31, 2022 in all Registered
Investment Companies Overseen by Trustee in the Fund Complex
|
|
Independent Trustees
|
|
David Tucker
|
None
|
None
|
|
Mark D. Moyer
|
None
|
None
|
|
Jennifer Brown-Strabley
|
None
|
None
|
|
Interested Trustee
|
|
Karen Shaw
|
None
|
None
|
B. Principal Officers of the Trust
The officers of the Trust conduct and supervise its daily business. As of the date of this SAI, the officers of
the Trust, their years of birth and their principal occupations during the past five calendar years are as set forth below. Each officer serves until his or her death, resignation or removal and replacement. The business address of each officer is
c/o Apex Fund Services, Three Canal Plaza, Suite 600, Portland, Maine 04101.
|
Name and Year of Birth
|
Position with the Trust
|
Length of Time Served
|
Principal Occupation(s) During Past 5 Years
|
|
Zachary Tackett
Born: 1988
|
President; Principal Executive Officer; Anti-Money Laundering Compliance Officer; Identity Theft Prevention Officer
|
President and Principal Executive Officer since 2023; Anti-Money Laundering Compliance Officer and Identity Theft Prevention Officer since 2014
|
Senior Counsel, Apex Fund Services since 2019; Counsel, Atlantic Fund Services 2014-2019.
|
|
Karen Shaw
Born: 1972
|
Treasurer; Principal Financial Officer
|
Since 2008
|
Senior Vice President, Apex Fund Services since 2019; Senior Vice President, Atlantic Fund Services 2008-2019.
|
|
Carlyn Edgar
Born: 1963
|
Chief Compliance Officer
|
Chief Compliance Officer 2008-2016 and 2021-current; Vice President since 2008
|
Senior Vice President, Apex Fund Services since 2019; Senior Vice President, Atlantic Fund Services 2008-2019.
|
|
Lindsey Dorval
Born: 1981
|
Vice President; Secretary
|
Since 2023
|
Counsel, Apex Fund Services since 2020.
|
E. Compensation of Trustees and Officers
For the year ended December 31, 2022,
each Trustee was paid an annual fee of $45,000 for service to the Trust, and the Chairman of the Board was paid an annual fee of $55,000. The Chairman of the Audit Committee was paid an additional annual fee of $2,000. The
Trustees and Chairman may receive additional fees for special Board meetings. Each Trustee is also reimbursed for all reasonable out-of-pocket expenses incurred in connection with his or her duties as a Trustee, including travel and related
expenses incurred in attending Board meetings. No officer of the Trust is compensated by the Trust, but officers are reimbursed for travel and related expenses incurred in attending Board meetings held outside of Portland, Maine.
The following table sets forth the fees paid to each Trustee by the Funds and the
Fund Complex for the fiscal year ended March 31, 2023.
|
Trustee
|
Aggregate Compensation from the Fund
|
Pension or Retirement Benefits Accrued as part of Fund Expenses
|
Total Compensation from Fund Complex
|
|
Independent Trustees
|
|
David Tucker
|
$2,219
|
N/A |
$2,219
|
|
Mark D. Moyer
|
$1,894
|
N/A |
$1,894
|
|
Jennifer Brown-Strabley
|
$1,814
|
N/A |
$1,814
|
|
Interested Trustee
|
|
Karen Shaw
|
$0
|
N/A |
$0
|
* * *
For more information, please contact a Fund customer service representative toll free at
(800) 943-6786.
PLEASE RETAIN FOR FUTURE REFERENCE.
THE BEEHIVE FUND (the “Fund”)
Supplement dated July 6, 2023 to the Statement of Additional Information (“SAI”)
dated May 1, 2023
The sub-sections entitled “A. Board of Trustees,” and “B. Principal Officers of the Trust,” and “E. Compensation of
Trustees and Officers” in the section entitled “Board of Trustees, Management and Service Providers” beginning on page 17 of the SAI are hereby deleted in their entirety and replaced with the following:
BOARD OF TRUSTEES, MANAGEMENT AND SERVICE PROVIDERS
A. Board of Trustees
The Trust is governed by its Board of Trustees (the “Board” or “Trustees”). The Board oversees the management and
operations of the Trust and the Fund, in accordance with federal law, Delaware law and the stated policies of the Fund. The Board oversees the Trust’s officers and service providers, including the Advisor, which is responsible for the management of
the day-to-day operations of the Fund based on policies and agreements reviewed and approved by the Board. In carrying out these responsibilities, the Board regularly interacts with and receives reports from senior personnel of service providers and
the Trust’s Chief Compliance Officer (“CCO”). The Board also is assisted by the Trust’s independent auditor (which reports directly to the Trust’s Audit Committee), independent counsel and other experts as appropriate. The Trustees serve until their
respective successors have been elected and qualified or until their earlier death, resignation or removal.
The Fund does not hold itself out as related to any other series within the Trust for purposes of investment and
investor services, nor does it share the same investment advisor with any other series. As a result, the term “Fund Complex” applies only to the Fund.
Board Structure and Related Matters. Independent
Trustees constitute at least a majority of the Board members. An Independent Trustee serves as Independent Chair of the Board. The Independent Chair’s responsibilities include: setting an agenda for each meeting of the Board; presiding at all
meetings of the Board and Independent Trustees; and serving as a liaison with other Trustees, the Trust’s officers, other management personnel and counsel to the Fund. The Independent Chair also performs such other duties as the Board may from time
to time determine.
The Trustees discharge their responsibilities collectively as a Board, as well as through Board committees, each of
which operates pursuant to a charter or procedures approved by the Board that delineates the specific responsibilities of that committee. The Board has established three standing committees: the Audit Committee, the Nominating Committee and the
Qualified Legal Compliance Committee. The members and responsibilities of each Board committee are summarized below.
The Board periodically evaluates its structure and composition as well as various aspects of its operations. The Board believes that
its leadership structure, including its Independent Chair position and its committees, is appropriate for the Trust in light of, among other factors, the asset size and nature of the Fund, the number of funds overseen by the Board, the arrangements
for the conduct of the Fund’s operations, the number of Trustees and the Board’s responsibilities. On an annual basis, the Board conducts a self-evaluation that considers, among other matters, whether the Board and its committees are functioning
effectively and whether, given the size and composition of the Board and each of its committees, the Trustees are able to oversee effectively the number of funds.
The Board holds four regularly scheduled meetings each year, which are normally expected to be in person. The Board
may hold special meetings, as needed, either in person or by telephone, to address matters arising between regular meetings. At least once per quarter, during a regularly scheduled meeting of the Board, the Independent Trustees meet without the
presence of interested Trustees.
The Trustees are identified in the table below, which provides information as to their principal business occupations held during the
last five years and certain other information. Each Trustee serves until his or her death, resignation or removal. The address for all Trustees is c/o Apex Fund Services, Three Canal Plaza, Suite 600, Portland, Maine 04101. John Y. Keffer, a former
Trustee of the Trust, has been appointed as a Trustee Emeritus by the Board. As Trustee Emeritus, Mr. Keffer will not have a vote with respect to Trust matters; however, Mr. Keffer may attend Board meetings.
|
Name and Year
of Birth
|
|
Length of Time Served
|
Principal Occupation(s) During Past Five Years
|
Number of Series in Fund Complex Overseen
By Trustee
|
Other Directorships Held By Trustee During Past Five Years
|
|
Independent Trustees
|
|
David Tucker Born: 1958
|
Trustee; Chairman of the Board
|
Since 2011 and Chairman since 2018
|
Director, Blue Sky Experience (a charitable endeavor) since 2008; Senior Vice President
& General Counsel, American Century Companies (an investment management firm) 1998-2008.
|
1
|
Trustee, Forum Funds II and U.S. Global Investors Funds
|
|
Mark D. Moyer Born: 1959
|
Trustee
|
Since 2018
|
Independent consultant providing interim CFO services, principally to non- profit organizations, since
2021; Chief Financial Officer, Freedom House (a NGO advocating political freedom and democracy) 2017-2021.
|
1
|
Trustee, Forum Funds II and U.S. Global Investors Funds
|
|
Jennifer Brown- Strabley
Born: 1964
|
Trustee
|
Since 2018
|
Principal, Portland Global Advisors (a registered investment adviser) 1996-2010.
|
1
|
Trustee, Forum Funds II and U.S. Global Investors Funds
|
|
Interested Trustees(1)
|
|
Karen Shaw Born: 1972
|
Trustee
|
Since 2023
|
Senior Vice President, Apex Fund Services since 2019; Senior Vice President, Atlantic Fund Services
2008-2019.
|
1
|
Trustee, Forum Funds II and U.S. Global Investors Funds
|
(1) Karen Shaw is currently an interested person of the Trust, as defined in the 1940 Act, due to her affiliation with Apex
Fund Services and her roles as Treasurer and Principal Financial Officer of the Trust.
In addition to the information set forth in the table above, each Trustee possesses other relevant qualifications, experience,
attributes or skills. The following provides additional information about these qualifications and experience.
David Tucker: Mr.
Tucker has extensive experience in the investment management industry, including experience in senior management, legal and compliance roles at two large mutual fund complexes; service on various committees of the Investment Company Institute
(“ICI”); and director of ICI Mutual (a mutual insurance company sponsored by the investment company industry), including service as chairman of the underwriting, risk and fraud committees of ICI Mutual’s board of directors. Mr. Tucker actively serves
charitable organizations in the metropolitan Kansas City area.
Mark D. Moyer: Mr. Moyer has
extensive experience with finance. He has served as chief financial officer for several non- governmental organizations and a publicly-listed integrated media company. Mr. Moyer also served as an adjunct professor of accounting at Fairfield
University.
Jennifer Brown-Strabley: Ms.
Brown-Strabley has extensive experience in the financial services and investment management industry, including institutional sales experience in global fixed-income and related quantitative research. Ms. Brown-Strabley also has experience in
business start-up and operations and as a former principal of a registered investment adviser, for which she continues to provide consulting advice from time to time.
Karen Shaw: Ms. Shaw has extensive experience in the fund services industry, including management roles in mutual fund operations,
financial and regulatory reporting. Ms. Shaw’s experience also includes testing and implementation, project management and client management. Ms. Shaw has a deep understanding of pooled investment products, including mutual fund governance,
operations and reporting.
Risk Oversight. Consistent
with its responsibility for oversight of the Trust and the Fund, the Board oversees the management of risks relating to the administration and operation of the Trust and the Fund. The Advisor, as part of its responsibilities for the day-to-day
operations of the Fund, is responsible for day-to-day risk management. The Board, in the exercise of its reasonable business judgment, also separately considers potential risks that may impact the Fund. The Board performs this risk management
oversight directly and, as to certain matters, through its committees (described below) and through the Independent Trustees. The following provides an overview of the principal, but not all, aspects of the Board’s oversight of risk management for
the Trust and the Fund.
In general, the Fund’s risks include, among others, investment risk, valuation risk, compliance risk and operational
risk. The Board has adopted, and periodically reviews, policies and procedures designed to address these and other risks to the Trust and the Fund. In addition, under the general oversight of the Board, the Advisor and other service providers have
themselves adopted a variety of policies, procedures and controls designed to address particular risks. Different processes, procedures and controls are employed with respect to different types of risks. Further, the Advisor oversees and regularly
monitors the investments, operations and compliance of the Fund’s investments.
The Board also oversees risk management for the Trust and the Fund through review of regular reports, presentations and other
information from officers of the Trust and other persons. Senior officers of the Trust, senior officers of the Advisor and the CCO regularly report to the Board on a range of matters, including those relating to risk management. In this regard, the
Board periodically receives reports regarding other service providers to the Trust, either directly or through the CCO. On at least a quarterly basis, the Independent Trustees meet with the CCO to discuss matters relating to the Fund’s compliance
program. Further, at least annually, the Board receives a report from the CCO regarding the effectiveness of the Fund’s compliance program.
The Board has designated the Advisor as the valuation designee pursuant to Rule 2a-5 under the 1940 Act, and delegated to the Advisor
the responsibility for making fair value determinations with respect to the Fund’s portfolio securities. The Advisor, as the valuation designee, is responsible for periodically assessing any material risks associated with the determination of the
fair value of the Fund’s investments; establishing and applying fair value methodologies; testing the appropriateness of fair value methodologies; and overseeing and evaluating third-party pricing services. The Advisor, as valuation designee, carries
out its fair valuation responsibilities pursuant to and procedures approved by the Board. The Advisor, as valuation designee, reports to the Board on the pricing of the Fund’s shares and the valuation of the Fund’s portfolio securities; recommends
independent pricing services to provide a value for Fund assets; makes and monitors fair value determinations pursuant to the valuation policies and procedures; and carries out any other functions designated to the Advisor relating to the valuation
of Fund assets.
The Board also regularly receives reports from the Advisor with respect to the investments and securities trading of the Fund. For
example, typically, the Board receives reports, presentations and other information from the Advisor on at least an annual basis in connection with the Board’s consideration of the renewal of the investment advisory agreement between the Advisor and
the Trust on behalf of the Fund (the “Advisory Agreement”). Also, if applicable, the Board receives reports from the Advisor and other service providers in connection with the Board’s consideration of the renewal of any distribution plan of the Fund
under Rule 12b-1 under the 1940 Act. Senior officers of the Trust and senior officers of the Advisor also report regularly to the Audit Committee on valuation matters, internal controls and accounting and financial reporting policies and practices.
In addition, the Audit Committee receives regular reports from the Trust’s independent auditors on internal control and financial reporting matters.
Trustee Ownership in the Fund and the Fund Complex. The following table sets forth each Trustee’s ownership of the Fund and the Fund Complex.
|
Trustees
|
Dollar Range of Beneficial
Ownership in the Funds as of December 31, 2022
|
Aggregate Dollar Range of Ownership as of December 31, 2022 in all Registered
Investment Companies Overseen by Trustee in the Fund Complex
|
|
Independent Trustees
|
|
David Tucker
|
None
|
None
|
|
Mark D. Moyer
|
None
|
None
|
|
Jennifer Brown-Strabley
|
None
|
None
|
|
Interested Trustee
|
|
Karen Shaw
|
None
|
None
|
B. Principal Officers of the Trust
The officers of the Trust conduct and supervise its daily business. As of the date of this SAI, the officers of
the Trust, their years of birth and their principal occupations during the past five calendar years are as set forth below. Each officer serves until his or her death, resignation or removal and replacement. The business address of each officer is
c/o Apex Fund Services, Three Canal Plaza, Suite 600, Portland, Maine 04101.
|
Name and Year of Birth
|
Position with the Trust
|
Length of Time Served
|
Principal Occupation(s) During Past 5 Years
|
|
Zachary Tackett
Born: 1988
|
President; Principal Executive Officer; Anti-Money Laundering Compliance Officer; Identity Theft Prevention Officer
|
President and Principal Executive Officer since 2023; Anti-Money Laundering Compliance Officer and Identity Theft Prevention Officer since 2014
|
Senior Counsel, Apex Fund Services since 2019; Counsel, Atlantic Fund Services 2014-2019.
|
|
Karen Shaw
Born: 1972
|
Treasurer; Principal Financial Officer
|
Since 2008
|
Senior Vice President, Apex Fund Services since 2019; Senior Vice President, Atlantic Fund Services 2008-2019.
|
|
Carlyn Edgar
Born: 1963
|
Chief Compliance Officer
|
Chief Compliance Officer 2008-2016 and 2021-current; Vice President since 2008
|
Senior Vice President, Apex Fund Services since 2019; Senior Vice President, Atlantic Fund Services 2008-2019.
|
|
Lindsey Dorval
Born: 1981
|
Vice President; Secretary
|
Since 2023
|
Counsel, Apex Fund Services since 2020.
|
E. Compensation of Trustees and Officers
For the year ended December 31, 2022, each Trustee was paid an annual fee of $45,000 for service to the Trust, and the Chairman of the
Board was paid an annual fee of $55,000. The Chairman of the Audit Committee was paid an additional annual fee of $2,000. The Trustees and Chairman may receive additional fees for special Board meetings. Each Trustee is also reimbursed for all
reasonable out-of-pocket expenses incurred in connection with his or her duties as a Trustee, including travel and related expenses incurred in attending Board meetings. No officer of the Trust is compensated by the Trust, but officers are reimbursed
for travel and related expenses incurred in attending Board meetings held outside of Portland, Maine.
The following table sets forth the fees paid to each Trustee by the Fund and the Fund Complex for the fiscal year ended December 31, 2022.
|
Trustee
|
Aggregate Compensation from the Fund
|
Pension or Retirement Benefits Accrued as part of Fund Expenses
|
Total Compensation from Fund Complex
|
|
Independent Trustees
|
|
David Tucker
|
$2,981
|
N/A |
$2,981
|
|
Mark D. Moyer
|
$2,545
|
N/A |
$2,545
|
|
Jennifer Brown-Strabley
|
$2,437
|
N/A |
$2,437
|
|
Interested Trustee
|
|
Karen Shaw
|
$0
|
N/A |
$0
|
* * *
For more information, please contact a Fund customer service representative toll free at
(866) 684-4915.
PLEASE RETAIN FOR FUTURE REFERENCE
DF DENT PREMIER GROWTH FUND,
DF DENT MIDCAP GROWTH FUND, and
DF DENT SMALL CAP GROWTH FUND (together, the “Funds”)
Supplement dated July 6, 2023 to the Statement of Additional Information (“SAI”)
dated November 1, 2022
The sub-sections entitled “A. Board of Trustees,” and “B. Principal Officers of the Trust,” and “E. Compensation of
Trustees and Officers” in the section entitled “Board of Trustees, Management and Service Providers” beginning on page 18 of the SAI are hereby deleted in their entirety and replaced with the following:
BOARD OF TRUSTEES, MANAGEMENT AND SERVICE PROVIDERS
A. Board of Trustees
The Trust is governed by its Board of Trustees (the “Board” or “Trustees”). The Board oversees the management and
operations of the Trust and the Funds, in accordance with federal law, Delaware law and the stated policies of the Funds. The Board oversees the Trust’s officers and service providers, including the Adviser, which is responsible for the management of
the day-to-day operations of each Fund based on policies and agreements reviewed and approved by the Board. In carrying out these responsibilities, the Board regularly interacts with and receives reports from senior personnel of service providers and
the Trust’s Chief Compliance Officer (“CCO”). The Board also is assisted by the Trust’s independent auditor (which reports directly to the Trust’s Audit Committee), independent counsel and other experts as appropriate. The Trustees serve until their
respective successors have been elected and qualified or until their earlier death, resignation or removal.
The fund complex includes the funds advised by D.F. Dent and Company, Inc., which are the DF Dent Premier Growth
Fund, DF Dent Midcap Growth Fund and DF Dent Small Cap Growth Fund (“Fund Complex”). The Funds do not hold themselves out as related to any other series within the Trust for purposes of investment and investor services, nor do they share the same
investment adviser with any other series.
Board Structure and Related Matters. Independent
Trustees constitute at least a majority of the Board members. An Independent Trustee serves as Independent Chair of the Board. The Independent Chair’s responsibilities include: setting an agenda for each meeting of the Board; presiding at all
meetings of the Board and Independent Trustees; and serving as a liaison with other Trustees, the Trust’s officers, other management personnel and counsel to the Funds. The Independent Chair also performs such other duties as the Board may from time
to time determine.
The Trustees discharge their responsibilities collectively as a Board, as well as through Board committees, each of which operates
pursuant to a charter or procedures approved by the Board that delineates the specific responsibilities of that committee. The Board has established three standing committees: the Audit Committee, the Nominating Committee and the Qualified Legal
Compliance Committee. The members and responsibilities of each Board committee are summarized below.
The Board periodically evaluates its structure and composition as well as various aspects of its operations. The
Board believes that its leadership structure, including its Independent Chair position and its committees, is appropriate for the Trust in light of, among other factors, the asset size and nature of each Fund, the number of funds overseen by the
Board, the arrangements for the conduct of each Fund’s operations, the number of Trustees and the Board’s responsibilities. On an annual basis, the Board conducts a self-evaluation that considers, among other matters, whether the Board and its
committees are functioning effectively and whether, given the size and composition of the Board and each of its committees, the Trustees are able to oversee effectively the number of funds.
The Board holds four regularly scheduled meetings each year, which are normally expected to be in person. The Board may hold special
meetings, as needed, either in person or by telephone, to address matters arising between regular meetings. At least once per quarter, during a regularly scheduled meeting of the Board, the Independent Trustees meet without the presence of interested
Trustees.
The Trustees are identified in the table below, which provides information as to their principal business occupations held during the last five years and
certain other information. Each Trustee serves until his or her death, resignation or removal. The address for all Trustees is c/o Apex Fund Services, Three Canal Plaza, Suite 600, Portland, Maine 04101. John Y. Keffer, a former Trustee of the Trust,
has been appointed as a Trustee Emeritus by the Board. As Trustee Emeritus, Mr. Keffer will not have a vote with respect to Trust matters; however, Mr. Keffer may attend Board meetings.
|
Name and Year
of Birth
|
|
Length of Time Served
|
Principal Occupation(s) During Past Five Years
|
Number of Series in Fund Complex Overseen
By Trustee
|
Other Directorships Held By Trustee During Past Five Years
|
|
Independent Trustees
|
|
David Tucker Born: 1958
|
Trustee; Chairman of the Board
|
Since 2011 and Chairman since 2018
|
Director, Blue Sky Experience (a charitable endeavor) since 2008; Senior Vice President
& General Counsel, American Century Companies (an investment management firm) 1998-2008.
|
3
|
Trustee, Forum Funds II and U.S. Global Investors Funds
|
|
Mark D. Moyer Born: 1959
|
Trustee
|
Since 2018
|
Independent consultant providing interim CFO services, principally to non- profit organizations, since
2021; Chief Financial Officer, Freedom House (a NGO advocating political freedom and democracy) 2017-2021.
|
3
|
Trustee, Forum Funds II and
U.S. Global Investors Funds
|
|
Jennifer Brown- Strabley
Born: 1964
|
Trustee
|
Since 2018
|
Principal, Portland Global Advisors (a registered investment adviser) 1996-2010.
|
3
|
Trustee, Forum Funds II and U.S. Global Investors Funds
|
|
Interested Trustees(1)
|
|
Karen Shaw Born: 1972
|
Trustee
|
Since 2023
|
Senior Vice President, Apex Fund Services since 2019; Senior Vice President, Atlantic Fund Services
2008-2019.
|
3
|
Trustee, Forum Funds II and U.S. Global Investors Funds
|
(1) Karen Shaw is currently an interested person of the Trust, as defined in the 1940 Act, due to her affiliation with Apex
Fund Services and her roles as Treasurer and Principal Financial Officer of the Trust.
In addition to the information set forth in the table above, each Trustee possesses other relevant qualifications, experience,
attributes or skills. The following provides additional information about these qualifications and experience.
David Tucker: Mr.
Tucker has extensive experience in the investment management industry, including experience in senior management, legal and compliance roles at two large mutual fund complexes; service on various committees of the Investment Company Institute
(“ICI”); and director of ICI Mutual (a mutual insurance company sponsored by the investment company industry), including service as chairman of the underwriting, risk and fraud committees of ICI Mutual’s board of directors. Mr. Tucker actively serves
charitable organizations in the metropolitan Kansas City area.
Mark D. Moyer: Mr. Moyer has
extensive experience with finance. He has served as chief financial officer for several non- governmental organizations and a publicly-listed integrated media company. Mr. Moyer also served as an adjunct professor of accounting at Fairfield
University.
Jennifer Brown-Strabley: Ms.
Brown-Strabley has extensive experience in the financial services and investment management industry, including institutional sales experience in global fixed-income and related quantitative research. Ms. Brown-Strabley also has experience in
business start-up and operations and as a former principal of a registered investment adviser, for which she continues to provide consulting advice from time to time.
Karen Shaw: Ms. Shaw has extensive experience in the fund services industry, including management roles in mutual fund operations,
financial and regulatory reporting. Ms. Shaw’s experience also includes testing and implementation, project management and client management. Ms. Shaw has a deep understanding of pooled investment products, including mutual fund governance,
operations and reporting.
Risk Oversight. Consistent
with its responsibility for oversight of the Trust and the Funds, the Board oversees the management of risks relating to the administration and operation of the Trust and the Funds. The Adviser, as part of its responsibilities for the day-to-day
operations of the Funds, is responsible for day-to-day risk management. The Board, in the exercise of its reasonable business judgment, also separately considers potential risks that may impact the Funds. The Board performs this risk management
oversight directly and, as to certain matters, through its committees (described below) and through the Independent Trustees. The following provides an overview of the principal, but not all, aspects of the Board’s oversight of risk management for
the Trust and the Funds.
In general, the Funds’ risks include, among others, investment risk, valuation risk, compliance risk and operational
risk. The Board has adopted, and periodically reviews, policies and procedures designed to address these and other risks to the Trust and the Funds. In addition, under the general oversight of the Board, the Adviser and other service providers have
themselves adopted a variety of policies, procedures and controls designed to address particular risks. Different processes, procedures and controls are employed with respect to different types of risks. Further, the Adviser oversees and regularly
monitors the investments, operations and compliance of each Fund’s investments.
The Board also oversees risk management for the Trust and the Funds through review of regular reports, presentations and other
information from officers of the Trust and other persons. Senior officers of the Trust, senior officers of the Adviser and the CCO regularly report to the Board on a range of matters, including those relating to risk management. In this regard, the
Board periodically receives reports regarding other service providers to the Trust, either directly or through the CCO. On at least a quarterly basis, the Independent Trustees meet with the CCO to discuss matters relating to the Funds’ compliance
program. Further, at least annually, the Board receives a report from the CCO regarding the effectiveness of the Funds’ compliance program.
The Board has designated the Adviser as the valuation designee pursuant to Rule 2a-5 under the Investment Company Act of 1940, as
amended, and delegated to the Adviser the responsibility for making fair value determinations with respect to the Fund’s portfolio securities. The Adviser, as the valuation designee, is responsible for periodically assessing any material risks
associated with the determination of the fair value of the Fund’s investments; establishing and applying fair value methodologies; testing the appropriateness of fair value methodologies; and overseeing and evaluating third-party pricing services.
The Adviser, as valuation designee, carries out its fair valuation responsibilities pursuant to and procedures approved by the Board. The Adviser, as valuation designee, reports to the Board on the pricing of the Fund's shares and the valuation of
the Fund's portfolio securities; recommends independent pricing services to provide a value for Fund assets; makes and monitors fair value determinations pursuant to the valuation policies and procedures; and carries out any other functions
designated to the Adviser relating to the valuation of Fund assets.
The Board also regularly receives reports from the Adviser with respect to the investments and securities trading of the Funds. For
example, typically, the Board receives reports, presentations and other information from the Adviser on at least an annual basis in connection with the Board’s consideration of the renewal of the investment advisory agreement between the Adviser and
the Trust on behalf of the Funds (the “Advisory Agreement”). Also, if applicable, the Board receives reports from the Adviser and other service providers in connection with the Board’s consideration of the renewal of any distribution plan of the
Funds under Rule 12b-1 under the 1940 Act. Senior officers of the Trust and senior officers of the Adviser also report regularly to the Audit Committee on valuation matters, internal controls and accounting and financial reporting policies and
practices. In addition, the Audit Committee receives regular reports from the Trust’s independent auditors on internal control and financial reporting matters.
Trustee Ownership in the Funds and
the Fund Complex. The following table sets forth each Trustee’s ownership of the Funds and the Fund Complex.
|
Trustees
|
Dollar Range of Beneficial Ownership in the Funds as of
December 31, 2022
|
Aggregate Dollar Range of Ownership as of December 31, 2022 in
all Registered Investment Companies Overseen by Trustee in the Fund Complex
|
|
DF Dent Premier Growth Fund
|
DF Dent Midcap Growth Fund
|
DF Dent Small Cap Growth Fund
|
|
Independent Trustees
|
|
David Tucker
|
None
|
None
|
None
|
None
|
|
Mark D. Moyer
|
None
|
None
|
None
|
None
|
|
Jennifer Brown- Strabley
|
None
|
None
|
None
|
None
|
|
Interested Trustee
|
|
Karen Shaw
|
None
|
None
|
None
|
None
|
B. Principal Officers of the Trust
The officers of the Trust conduct and supervise its daily business. As of the date of this SAI, the officers of
the Trust, their years of birth and their principal occupations during the past five calendar years are as set forth below. Each officer serves until his or her death, resignation or removal and replacement. The business address of each officer is
c/o Apex Fund Services, Three Canal Plaza, Suite 600, Portland, Maine 04101.
|
Name and Year of Birth
|
Position with the Trust
|
Length of Time Served
|
Principal Occupation(s) During Past 5 Years
|
|
Zachary Tackett
Born: 1988
|
President; Principal Executive Officer; Anti-Money Laundering Compliance Officer; Identity Theft Prevention Officer
|
President and Principal Executive Officer since 2023; Anti-Money Laundering Compliance Officer and Identity Theft Prevention Officer since 2014
|
Senior Counsel, Apex Fund Services since 2019; Counsel, Atlantic Fund Services 2014-2019.
|
|
Karen Shaw
Born: 1972
|
Treasurer; Principal Financial Officer
|
Since 2008
|
Senior Vice President, Apex Fund Services since 2019; Senior Vice President, Atlantic Fund Services 2008-2019.
|
|
Carlyn Edgar
Born: 1963
|
Chief Compliance Officer
|
Chief Compliance Officer 2008-2016 and 2021-current; Vice President since 2008
|
Senior Vice President, Apex Fund Services since 2019; Senior Vice President, Atlantic Fund Services 2008-2019.
|
|
Lindsey Dorval
Born: 1981
|
Vice President; Secretary
|
Since 2023
|
Counsel, Apex Fund Services since 2020.
|
E. Compensation of Trustees and Officers
For the year ended December 31,
2021, each Trustee was paid an annual fee of $31,000 for service to the Trust. The Chairman of the Board was paid an annual fee of $41,000. The Chairman of the Audit Committee was paid an additional fee of $2,000 annually.
Effective January 1, 2022, each Trustee will receive an annual fee of $45,000 for service to the Trust, and the Chairman of the Board will receive an annual fee of $55,000. The Chairman of the Audit Committee will continue to receive an additional
fee of $2,000 annually. The Trustees and Chairman may receive additional fees for special Board meetings. Each Trustee is also reimbursed for all reasonable out-of-pocket expenses incurred in connection with his or her duties as a Trustee,
including travel and related expenses incurred in attending Board meetings. No officer of the Trust is compensated by the Trust, but officers are reimbursed for travel and related expenses incurred in attending Board meetings held outside of
Portland, Maine.
The following table sets forth the fees paid to each Trustee by the Funds and
the Fund Complex for the fiscal year ended June 30, 2022.
|
Trustee
|
Aggregate Compensation from the Funds
|
Pension or Retirement Benefits Accrued as part of Fund Expenses
|
Total Compensation from Fund Complex
|
|
Premier Growth Fund
|
Midcap Growth Fund
|
Small Cap Growth Fund
|
|
Independent Trustees
|
|
David Tucker
|
$4,309
|
$7,027
|
$2,260
|
N/A |
$13,596
|
|
Mark D. Moyer
|
$3,584
|
$5,852
|
$1,883
|
N/A |
$11,319
|
|
Jennifer Brown-Strabley
|
$3,404
|
$5,561
|
$1,789
|
N/A |
$10,754
|
|
Interested Trustee
|
|
Karen Shaw
|
$0
|
$0
|
$0
|
N/A |
$0
|
* * *
For more information, please contact a Fund customer service representative toll free at
(866) 2DF-DENT or (866) 233-3368.
PLEASE RETAIN FOR FUTURE REFERENCE.
LISANTI SMALL CAP GROWTH FUND (the “Fund”)
Supplement dated July 6, 2023 to the Statement of Additional Information (“SAI”)
dated May 1, 2023
The sub-sections entitled “A. Board of Trustees,” and “B. Principal Officers of the Trust,” and “E. Compensation of
Trustees and Officers” in the section entitled “Board of Trustees, Management and Service Providers” beginning on page 14 of the SAI are hereby deleted in their entirety and replaced with the following:
BOARD OF TRUSTEES, MANAGEMENT AND SERVICE PROVIDERS
A. Board of Trustees
The Trust is governed by its Board of Trustees (the “Board” or “Trustees”). The Board oversees the management and
operations of the Trust and the Fund, in accordance with federal law, Delaware law and the stated policies of the Fund. The Board oversees the Trust’s officers and service providers, including the Adviser, which is responsible for the management of
the day-to-day operations of the Fund based on policies and agreements reviewed and approved by the Board. In carrying out these responsibilities, the Board regularly interacts with and receives reports from senior personnel of service providers and
the Trust’s Chief Compliance Officer (“CCO”). The Board also is assisted by the Trust’s independent auditor (which reports directly to the Trust’s Audit Committee), independent counsel and other experts as appropriate. The Trustees serve until their
respective successors have been elected and qualified or until their earlier death, resignation or removal.
The Fund does not hold itself out as related to any other series within the Trust for purposes of investment and
investor services, nor does it share the same investment adviser with any other series. As a result, the term “Fund Complex” applies only to the Fund.
Board Structure and Related Matters. Independent
Trustees constitute at least a majority of the Board members. An Independent Trustee serves as Independent Chair of the Board. The Independent Chair’s responsibilities include: setting an agenda for each meeting of the Board; presiding at all
meetings of the Board and Independent Trustees; and serving as a liaison with other Trustees, the Trust’s officers, other management personnel and counsel to the Fund. The Independent Chair also performs such other duties as the Board may from time
to time determine.
The Trustees discharge their responsibilities collectively as a Board, as well as through Board committees, each of
which operates pursuant to a charter or procedures approved by the Board that delineates the specific responsibilities of that committee. The Board has established three standing committees: the Audit Committee, the Nominating Committee and the
Qualified Legal Compliance Committee. The members and responsibilities of each Board committee are summarized below.
The Board periodically evaluates its structure and composition as well as various aspects of its operations. The Board believes that
its leadership structure, including its Independent Chair position and its committees, is appropriate for the Trust in light of, among other factors, the asset size and nature of the Fund, the number of funds overseen by the Board, the arrangements
for the conduct of the Fund’s operations, the number of Trustees and the Board’s responsibilities. On an annual basis, the Board conducts a self-evaluation that considers, among other matters, whether the Board and its committees are functioning
effectively and whether, given the size and composition of the Board and each of its committees, the Trustees are able to oversee effectively the number of funds.
The Board holds four regularly scheduled meetings each year, which are normally expected to be in person. The Board
may hold special meetings, as needed, either in person or by telephone, to address matters arising between regular meetings. At least once per quarter, during a regularly scheduled meeting of the Board, the Independent Trustees meet without the
presence of interested Trustees.
The Trustees are identified in the table below, which provides information as to their principal business occupations held during the
last five years and certain other information. Each Trustee serves until his or her death, resignation or removal. The address for all Trustees is c/o Apex Fund Services, Three Canal Plaza, Suite 600, Portland, Maine 04101. John Y. Keffer, a former
Trustee of the Trust, has been appointed as a Trustee Emeritus by the Board. As Trustee Emeritus, Mr. Keffer will not have a vote with respect to Trust matters; however, Mr. Keffer may attend Board meetings.
|
Name and Year
of Birth
|
|
Length of Time Served
|
Principal Occupation(s) During Past Five Years
|
Number of Series in Fund Complex Overseen
By Trustee
|
Other Directorships Held By Trustee During Past Five Years
|
|
Independent Trustees
|
|
David Tucker Born: 1958
|
Trustee; Chairman of the Board
|
Since 2011 and Chairman since 2018
|
Director, Blue Sky Experience (a charitable endeavor) since 2008; Senior Vice President
& General Counsel, American Century Companies (an investment management firm) 1998-2008.
|
1
|
Trustee, Forum Funds II and U.S. Global Investors Funds
|
|
Mark D. Moyer Born: 1959
|
Trustee
|
Since 2018
|
Independent consultant providing interim CFO services, principally to non- profit organizations, since
2021; Chief Financial Officer, Freedom House (a NGO advocating political freedom and democracy) 2017-2021.
|
1
|
Trustee, Forum Funds II and U.S. Global Investors Funds
|
|
Jennifer Brown- Strabley
Born: 1964
|
Trustee
|
Since 2018
|
Principal, Portland Global Advisors (a registered investment adviser) 1996-2010.
|
1
|
Trustee, Forum Funds II and
U.S. Global Investors Funds
|
|
Interested Trustees(1)
|
|
Karen Shaw Born: 1972
|
Trustee
|
Since 2023
|
Senior Vice President, Apex Fund Services since 2019; Senior Vice President, Atlantic Fund Services
2008-2019.
|
1
|
Trustee, Forum Funds II and
U.S. Global Investors Funds
|
(1) Karen Shaw is currently an interested person of the Trust, as defined in the 1940 Act, due to her affiliation with Apex
Fund Services and her roles as Treasurer and Principal Financial Officer of the Trust.
In addition to the information set forth in the table above, each Trustee possesses other relevant qualifications, experience,
attributes or skills. The following provides additional information about these qualifications and experience.
David Tucker: Mr.
Tucker has extensive experience in the investment management industry, including experience in senior management, legal and compliance roles at two large mutual fund complexes; service on various committees of the Investment Company Institute
(“ICI”); and director of ICI Mutual (a mutual insurance company sponsored by the investment company industry), including service as chairman of the underwriting, risk and fraud committees of ICI Mutual’s board of directors. Mr. Tucker actively serves
charitable organizations in the metropolitan Kansas City area.
Mark D. Moyer: Mr. Moyer has
extensive experience with finance. He has served as chief financial officer for several non- governmental organizations and a publicly-listed integrated media company. Mr. Moyer also served as an adjunct professor of accounting at Fairfield
University.
Jennifer Brown-Strabley: Ms.
Brown-Strabley has extensive experience in the financial services and investment management industry, including institutional sales experience in global fixed-income and related quantitative research. Ms. Brown-Strabley also has experience in
business start-up and operations and as a former principal of a registered investment adviser, for which she continues to provide consulting advice from time to time.
Karen Shaw: Ms. Shaw has extensive experience in the fund services industry, including management roles in mutual fund operations,
financial and regulatory reporting. Ms. Shaw’s experience also includes testing and implementation, project management and client management. Ms. Shaw has a deep understanding of pooled investment products, including mutual fund governance,
operations and reporting.
Risk Oversight. Consistent
with its responsibility for oversight of the Trust and the Fund, the Board oversees the management of risks relating to the administration and operation of the Trust and the Fund. The Adviser, as part of its responsibilities for the day-to-day
operations of the Fund, is responsible for day-to-day risk management. The Board, in the exercise of its reasonable business judgment, also separately considers potential risks that may impact the Fund. The Board performs this risk management
oversight directly and, as to certain matters, through its committees (described below) and through the Independent Trustees. The following provides an overview of the principal, but not all, aspects of the Board’s oversight of risk management for
the Trust and the Fund.
In general, the Fund’s risks include, among others, investment risk, valuation risk, compliance risk and operational
risk. The Board has adopted, and periodically reviews, policies and procedures designed to address these and other risks to the Trust and the Fund. In addition, under the general oversight of the Board, the Adviser and other service providers have
themselves adopted a variety of policies, procedures and controls designed to address particular risks. Different processes, procedures and controls are employed with respect to different types of risks. Further, the Adviser oversees and regularly
monitors the investments, operations and compliance of the Fund’s investments.
The Board also oversees risk management for the Trust and the Fund through review of regular reports, presentations and other
information from officers of the Trust and other persons. Senior officers of the Trust, senior officers of the Adviser and the CCO regularly report to the Board on a range of matters, including those relating to risk management. In this regard, the
Board periodically receives reports regarding other service providers to the Trust, either directly or through the CCO. On at least a quarterly basis, the Independent Trustees meet with the CCO to discuss matters relating to the Fund’s compliance
program. Further, at least annually, the Board receives a report from the CCO regarding the effectiveness of the Fund’s compliance program.
The Board has designated the Adviser as the valuation designee pursuant to Rule 2a-5 under the Investment Company Act of 1940, as
amended, and delegated to the Adviser the responsibility for making fair value determinations with respect to the Fund’s portfolio securities. The Adviser, as the valuation designee, is responsible for periodically assessing any material risks
associated with the determination of the fair value of the Fund’s investments; establishing and applying fair value methodologies; testing the appropriateness of fair value methodologies; and overseeing and evaluating third-party pricing services.
The Adviser, as valuation designee, carries out its fair valuation responsibilities pursuant to and procedures approved by the Board. The Adviser, as valuation designee, reports to the Board on the pricing of the Fund's shares and the valuation of
the Fund's portfolio securities; recommends independent pricing services to provide a value for Fund assets; makes and monitors fair value determinations pursuant to the valuation policies and procedures; and carries out any other functions
designated to the Adviser relating to the valuation of Fund assets.
The Board also regularly receives reports from the Adviser with respect to the investments and securities trading of the Fund. For
example, typically, the Board receives reports, presentations and other information from the Adviser on at least an annual basis in connection with the Board’s consideration of the renewal of the investment advisory agreement between the Adviser and
the Trust on behalf of the Fund (the “Advisory Agreement”). Also, if applicable, the Board receives reports from the Adviser and other service providers in connection with the Board’s consideration of the renewal of any distribution plan of the Fund
under Rule 12b-1 under the 1940 Act. Senior officers of the Trust and senior officers of the Adviser also report regularly to the Audit Committee on valuation matters, internal controls and accounting and financial reporting policies and practices.
In addition, the Audit Committee receives regular reports from the Trust’s independent auditors on internal control and financial reporting matters.
Trustee Ownership in the Fund and the Fund Complex. The following table sets forth each Trustee’s ownership of the Fund and the Fund Complex.
|
Trustees
|
Dollar Range of Beneficial Ownership in the Funds as of December 31, 2022
|
Aggregate Dollar Range of Ownership as of December 31, 2022 in all Registered
Investment Companies Overseen by Trustee in the Fund Complex
|
|
Independent Trustees
|
|
David Tucker
|
None
|
None
|
|
Mark D. Moyer
|
None
|
None
|
|
Jennifer Brown-Strabley
|
None
|
None
|
|
Interested Trustees
|
|
Karen Shaw
|
None
|
None
|
B. Principal Officers of the Trust
The officers of the Trust conduct and supervise its daily business. As of the date of this SAI, the officers of
the Trust, their years of birth and their principal occupations during the past five calendar years are as set forth below. Each officer serves until his or her death, resignation or removal and replacement. The business address of each officer is
c/o Apex Fund Services, Three Canal Plaza, Suite 600, Portland, Maine 04101.
|
Name and Year of Birth
|
Position with the Trust
|
Length of Time Served
|
Principal Occupation(s) During Past 5 Years
|
|
Zachary Tackett
Born: 1988
|
President; Principal Executive Officer; Anti-Money Laundering Compliance Officer; Identity Theft Prevention Officer
|
President and Principal Executive Officer since 2023; Anti-Money Laundering Compliance Officer and Identity Theft Prevention Officer since 2014
|
Senior Counsel, Apex Fund Services since 2019; Counsel, Atlantic Fund Services 2014-2019.
|
|
Karen Shaw
Born: 1972
|
Treasurer; Principal Financial Officer
|
Since 2008
|
Senior Vice President, Apex Fund Services since 2019; Senior Vice President, Atlantic Fund Services 2008-2019.
|
|
Carlyn Edgar
Born: 1963
|
Chief Compliance Officer
|
Chief Compliance Officer 2008-2016 and 2021-current; Vice President since 2008
|
Senior Vice President, Apex Fund Services since 2019; Senior Vice President, Atlantic Fund Services 2008-2019.
|
|
Lindsey Dorval
Born: 1981
|
Vice President; Secretary
|
Since 2023
|
Counsel, Apex Fund Services since 2020.
|
E. Compensation of Trustees and Officers
For the year ended December 31, 2022, each Trustee was paid an annual fee of $45,000 for service to the Trust, and the Chairman of the
Board was paid an annual fee of $55,000. The Chairman of the Audit Committee was paid an additional annual fee of $2,000. The Trustees and Chairman may receive additional fees for special Board meetings. Each Trustee is also reimbursed for all
reasonable out-of-pocket expenses incurred in connection with his or her duties as a Trustee, including travel and related expenses incurred in attending Board meetings. No officer of the Trust is compensated by the Trust, but officers are reimbursed
for travel and related expenses incurred in attending Board meetings held outside of Portland, Maine.
The following table sets forth the fees paid to each Trustee by the Fund and the Fund Complex for the fiscal year ended December 31, 2022.
|
Trustee
|
Aggregate Compensation from the Fund
|
Pension or Retirement Benefits Accrued as part of Fund Expenses
|
Total Compensation from Fund Complex
|
|
Independent Trustees
|
|
David Tucker
|
$2,519
|
N/A |
$2,519
|
|
Mark D. Moyer
|
$2,151
|
N/A |
$2,151
|
|
Jennifer Brown-Strabley
|
$2,059
|
N/A |
$2,059
|
|
Interested Trustee
|
|
Karen Shaw
|
$0
|
N/A |
$0
|
* * *
For more information, please contact a Fund customer service representative toll free at
(800) 441-7031.
PLEASE RETAIN FOR FUTURE REFERENCE.
MONONGAHELA ALL CAP VALUE FUND (the “Fund”)
Supplement dated July 6, 2023 to the Statement of Additional Information (“SAI”)
dated September 1, 2022
The sub-sections entitled “A. Board of Trustees,” and “B. Principal Officers of the Trust,” and “E. Compensation of
Trustees and Officers” in the section entitled “Board of Trustees, Management and Service Providers” beginning on page 14 of the SAI are hereby deleted in their entirety and replaced with the following:
BOARD OF TRUSTEES, MANAGEMENT AND SERVICE PROVIDERS
A. Board of Trustees
The Trust is governed by its Board of Trustees (the “Board” or “Trustees”). The Board oversees the management and
operations of the Trust and the Fund, in accordance with federal law, Delaware law and the stated policies of the Fund. The Board oversees the Trust’s officers and service providers, including the Adviser, which is responsible for the management of
the day-to-day operations of the Fund based on policies and agreements reviewed and approved by the Board. In carrying out these responsibilities, the Board regularly interacts with and receives reports from senior personnel of service providers and
the Trust’s Chief Compliance Officer (“CCO”). The Board also is assisted by the Trust’s independent auditor (which reports directly to the Trust’s Audit Committee), independent counsel and other experts as appropriate. The Trustees serve until their
respective successors have been elected and qualified or until their earlier death, resignation or removal.
The Fund does not hold itself out as related to any other series within the Trust for purposes of investment and
investor services, nor does it share the same investment adviser with any other series. As a result, the term “Fund Complex” applies only to the Fund.
Board Structure and Related Matters. Independent
Trustees constitute at least a majority of the Board members. An Independent Trustee serves as Independent Chair of the Board. The Independent Chair’s responsibilities include: setting an agenda for each meeting of the Board; presiding at all
meetings of the Board and Independent Trustees; and serving as a liaison with other Trustees, the Trust’s officers, other management personnel and counsel to the Fund. The Independent Chair also performs such other duties as the Board may from time
to time determine.
The Trustees discharge their responsibilities collectively as a Board, as well as through Board committees, each of
which operates pursuant to a charter or procedures approved by the Board that delineates the specific responsibilities of that committee. The Board has established three standing committees: the Audit Committee, the Nominating Committee and the
Qualified Legal Compliance Committee. The members and responsibilities of each Board committee are summarized below.
The Board periodically evaluates its structure and composition as well as various aspects of its operations. The Board believes that
its leadership structure, including its Independent Chair position and its committees, is appropriate for the Trust in light of, among other factors, the asset size and nature of the Fund, the number of funds overseen by the Board, the arrangements
for the conduct of the Fund’s operations, the number of Trustees and the Board’s responsibilities. On an annual basis, the Board conducts a self-evaluation that considers, among other matters, whether the Board and its committees are functioning
effectively and whether, given the size and composition of the Board and each of its committees, the Trustees are able to oversee effectively the number of funds.
The Board holds four regularly scheduled meetings each year, which are normally expected to be in person. The Board
may hold special meetings, as needed, either in person or by telephone, to address matters arising between regular meetings. At least once per quarter, during a regularly scheduled meeting of the Board, the Independent Trustees meet without the
presence of interested Trustees.
The Trustees are identified in the table below, which provides information as to their principal business occupations held during the
last five years and certain other information. Each Trustee serves until his or her death, resignation or removal. The address for all Trustees is c/o Apex Fund Services, Three Canal Plaza, Suite 600, Portland, Maine 04101. John Y. Keffer, a former
Trustee of the Trust, has been appointed as a Trustee Emeritus by the Board. As Trustee Emeritus, Mr. Keffer will not have a vote with respect to Trust matters; however, Mr. Keffer may attend Board meetings.
|
Name and Year
of Birth
|
|
Length of Time Served
|
Principal Occupation(s) During Past Five Years
|
Number of Series in Fund Complex Overseen
By Trustee
|
Other Directorships Held By Trustee During Past Five Years
|
|
Independent Trustees
|
|
David Tucker Born: 1958
|
Trustee; Chairman of the Board
|
Since 2011 and Chairman since 2018
|
Director, Blue Sky Experience (a charitable endeavor) since 2008; Senior Vice President
& General Counsel, American Century Companies (an investment management firm) 1998-2008.
|
1
|
Trustee, Forum Funds II and U.S. Global Investors Funds
|
|
Mark D. Moyer Born: 1959
|
Trustee
|
Since 2018
|
Independent consultant providing interim CFO services, principally to non- profit organizations, since
2021; Chief Financial Officer, Freedom House (a NGO advocating political freedom and democracy) 2017-2021.
|
1
|
Trustee, Forum Funds II and U.S. Global Investors Funds
|
|
Jennifer Brown- Strabley
Born: 1964
|
Trustee
|
Since 2018
|
Principal, Portland Global Advisors (a registered investment adviser) 1996-2010.
|
1
|
Trustee, Forum Funds II and
U.S. Global Investors Funds
|
|
Interested Trustees(1)
|
|
Karen Shaw Born: 1972
|
Trustee
|
Since 2023
|
Senior Vice President, Apex Fund Services since 2019; Senior Vice President, Atlantic Fund Services
2008-2019.
|
1
|
Trustee, Forum Funds II and
U.S. Global Investors Funds
|
(1) Karen Shaw is currently an interested person of the Trust, as defined in the 1940 Act, due to her affiliation with Apex
Fund Services and her roles as Treasurer and Principal Financial Officer of the Trust.
In addition to the information set forth in the table above, each Trustee possesses other relevant qualifications, experience,
attributes or skills. The following provides additional information about these qualifications and experience.
David Tucker: Mr.
Tucker has extensive experience in the investment management industry, including experience in senior management, legal and compliance roles at two large mutual fund complexes; service on various committees of the Investment Company Institute
(“ICI”); and director of ICI Mutual (a mutual insurance company sponsored by the investment company industry), including service as chairman of the underwriting, risk and fraud committees of ICI Mutual’s board of directors. Mr. Tucker actively serves
charitable organizations in the metropolitan Kansas City area.
Mark D. Moyer: Mr. Moyer has
extensive experience with finance. He has served as chief financial officer for several non- governmental organizations and a publicly-listed integrated media company. Mr. Moyer also served as an adjunct professor of accounting at Fairfield
University.
Jennifer Brown-Strabley: Ms.
Brown-Strabley has extensive experience in the financial services and investment management industry, including institutional sales experience in global fixed-income and related quantitative research. Ms. Brown-Strabley also has experience in
business start-up and operations and as a former principal of a registered investment adviser, for which she continues to provide consulting advice from time to time.
Karen Shaw: Ms. Shaw has extensive experience in the fund services industry, including management roles in mutual fund operations,
financial and regulatory reporting. Ms. Shaw’s experience also includes testing and implementation, project management and client management. Ms. Shaw has a deep understanding of pooled investment products, including mutual fund governance,
operations and reporting.
Risk Oversight. Consistent
with its responsibility for oversight of the Trust and the Fund, the Board oversees the management of risks relating to the administration and operation of the Trust and the Fund. The Adviser, as part of its responsibilities for the day-to-day
operations of the Fund, is responsible for day-to-day risk management. The Board, in the exercise of its reasonable business judgment, also separately considers potential risks that may impact the Fund. The Board performs this risk management
oversight directly and, as to certain matters, through its committees (described below) and through the Independent Trustees. The following provides an overview of the principal, but not all, aspects of the Board’s oversight of risk management for
the Trust and the Fund.
In general, the Fund’s risks include, among others, investment risk, valuation risk, compliance risk and operational
risk. The Board has adopted, and periodically reviews, policies and procedures designed to address these and other risks to the Trust and the Fund. In addition, under the general oversight of the Board, the Adviser and other service providers have
themselves adopted a variety of policies, procedures and controls designed to address particular risks. Different processes, procedures and controls are employed with respect to different types of risks. Further, the Adviser oversees and regularly
monitors the investments, operations and compliance of the Fund’s investments.
The Board also oversees risk management for the Trust and the Fund through review of regular reports, presentations and other
information from officers of the Trust and other persons. Senior officers of the Trust, senior officers of the Adviser and the CCO regularly report to the Board on a range of matters, including those relating to risk management. In this regard, the
Board periodically receives reports regarding other service providers to the Trust, either directly or through the CCO. On at least a quarterly basis, the Independent Trustees meet with the CCO to discuss matters relating to the Fund’s compliance
program. Further, at least annually, the Board receives a report from the CCO regarding the effectiveness of the Fund’s compliance program.
The Board has designated the Adviser as the valuation designee pursuant to Rule 2a-5 under the Investment Company Act of 1940, as
amended, and delegated to the Adviser the responsibility for making fair value determinations with respect to the Fund’s portfolio securities. The Adviser, as the valuation designee, is responsible for periodically assessing any material risks
associated with the determination of the fair value of the Fund’s investments; establishing and applying fair value methodologies; testing the appropriateness of fair value methodologies; and overseeing and evaluating third-party pricing services.
The Adviser, as valuation designee, carries out its fair valuation responsibilities pursuant to and procedures approved by the Board. The Adviser, as valuation designee, reports to the Board on the pricing of the Fund's shares and the valuation of
the Fund's portfolio securities; recommends independent pricing services to provide a value for Fund assets; makes and monitors fair value determinations pursuant to the valuation policies and procedures; and carries out any other functions
designated to the Adviser relating to the valuation of Fund assets.
The Board also regularly receives reports from the Adviser with respect to the investments and securities trading of the Fund. For
example, typically, the Board receives reports, presentations and other information from the Adviser on at least an annual basis in connection with the Board’s consideration of the renewal of the investment advisory agreement between the Adviser and
the Trust on behalf of the Fund (the “Advisory Agreement”). Also, if applicable, the Board receives reports from the Adviser and other service providers in connection with the Board’s consideration of the renewal of any distribution plan of the Fund
under Rule 12b-1 under the 1940 Act. Senior officers of the Trust and senior officers of the Adviser also report regularly to the Audit Committee on valuation matters, internal controls and accounting and financial reporting policies and practices.
In addition, the Audit Committee receives regular reports from the Trust’s independent auditors on internal control and financial reporting matters.
Trustee Ownership in the Fund and the Fund Complex. The following table sets forth each Trustee’s ownership of the Fund and the Fund Complex.
|
Trustees
|
Dollar Range of Beneficial Ownership in the Funds as of December 31, 2022
|
Aggregate Dollar Range of Ownership as of December 31, 2022 in all Registered
Investment Companies Overseen by Trustee in the Fund Complex
|
|
Independent Trustees
|
|
David Tucker
|
None
|
None
|
|
Mark D. Moyer
|
None
|
None
|
|
Jennifer Brown-Strabley
|
None
|
None
|
|
Interested Trustees
|
|
Karen Shaw
|
None
|
None
|
B. Principal Officers of the Trust
The officers of the Trust conduct and supervise its daily business. As of the date of this SAI, the officers of
the Trust, their years of birth and their principal occupations during the past five calendar years are as set forth below. Each officer serves until his or her death, resignation or removal and replacement. The business address of each officer is
c/o Apex Fund Services, Three Canal Plaza, Suite 600, Portland, Maine 04101.
|
Name and Year of Birth
|
Position with the Trust
|
Length of Time Served
|
Principal Occupation(s) During Past 5 Years
|
|
Zachary Tackett
Born: 1988
|
President; Principal Executive Officer; Anti-Money Laundering Compliance Officer; Identity Theft Prevention Officer
|
President and Principal Executive Officer since 2023; Anti-Money Laundering Compliance Officer and Identity Theft Prevention Officer since 2014
|
Senior Counsel, Apex Fund Services since 2019; Counsel, Atlantic Fund Services 2014-2019.
|
|
Karen Shaw
Born: 1972
|
Treasurer; Principal Financial Officer
|
Since 2008
|
Senior Vice President, Apex Fund Services since 2019; Senior Vice President, Atlantic Fund Services 2008-2019.
|
|
Carlyn Edgar
Born: 1963
|
Chief Compliance Officer
|
Chief Compliance Officer 2008-2016 and 2021-current; Vice President since 2008
|
Senior Vice President, Apex Fund Services since 2019; Senior Vice President, Atlantic Fund Services 2008-2019.
|
|
Lindsey Dorval
Born: 1981
|
Vice President; Secretary
|
Since 2023
|
Counsel, Apex Fund Services since 2020.
|
E. Compensation of Trustees and Officers
For the year ended December 31, 2022, each Trustee was paid an annual fee of $45,000 for service to the Trust, and the Chairman of the
Board was paid an annual fee of $55,000. The Chairman of the Audit Committee was paid an additional annual fee of $2,000. The Trustees and Chairman may receive additional fees for special Board meetings. Each Trustee is also reimbursed for all
reasonable out-of-pocket expenses incurred in connection with his or her duties as a Trustee, including travel and related expenses incurred in attending Board meetings. No officer of the Trust is compensated by the Trust, but officers are reimbursed
for travel and related expenses incurred in attending Board meetings held outside of Portland, Maine.
The following table sets forth the fees paid to each Trustee by the Fund and
the Fund Complex for the fiscal year ended April 30, 2023.
|
Trustee
|
Aggregate Compensation from the Fund
|
Pension or Retirement Benefits Accrued as part of Fund Expenses
|
Total Compensation from Fund Complex
|
|
Independent Trustees
|
|
David Tucker
|
$2,011
|
N/A |
$2,011
|
|
Mark D. Moyer
|
$1,717
|
N/A |
$1,717
|
|
Jennifer Brown-Strabley
|
$1,644
|
N/A |
$1,644
|
|
Interested Trustees
|
|
Karen Shaw
|
$0
|
N/A |
$0
|
* * *
For more information, please contact a Fund customer service representative toll free at
(855) 392-9331.
PLEASE RETAIN FOR FUTURE REFERENCE.
PAYSON TOTAL RETURN FUND (the “Fund”)
Supplement dated July 6, 2023 to the Statement of Additional Information (“SAI”)
dated August 1, 2022
The sub-sections entitled “A. Board of Trustees,” and “B. Principal Officers of the Trust,” and “E. Compensation of
Trustees and Officers” in the section entitled “Board of Trustees, Management and Service Providers” beginning on page 19 of the SAI are hereby deleted in their entirety and replaced with the following:
BOARD OF TRUSTEES, MANAGEMENT AND SERVICE PROVIDERS
A. Board of Trustees
The Trust is governed by its Board of Trustees (the “Board” or “Trustees”). The Board oversees the management and
operations of the Trust and the Fund, in accordance with federal law, Delaware law and the stated policies of the Fund. The Board oversees the Trust’s officers and service providers, including the Adviser, which is responsible for the management of
the day-to-day operations of the Fund based on policies and agreements reviewed and approved by the Board. In carrying out these responsibilities, the Board regularly interacts with and receives reports from senior personnel of service providers and
the Trust’s Chief Compliance Officer (“CCO”). The Board also is assisted by the Trust’s independent auditor (which reports directly to the Trust’s Audit Committee), independent counsel and other experts as appropriate. The Trustees serve until their
respective successors have been elected and qualified or until their earlier death, resignation or removal.
The Fund does not hold itself out as related to any other series within the Trust for purposes of investment and
investor services, nor does it share the same investment adviser with any other series. As a result, the term “Fund Complex” applies only to the Fund.
Board Structure and Related Matters. Independent
Trustees constitute at least a majority of the Board members. An Independent Trustee serves as Independent Chair of the Board. The Independent Chair’s responsibilities include: setting an agenda for each meeting of the Board; presiding at all
meetings of the Board and Independent Trustees; and serving as a liaison with other Trustees, the Trust’s officers, other management personnel and counsel to the Fund. The Independent Chair also performs such other duties as the Board may from time
to time determine.
The Trustees discharge their responsibilities collectively as a Board, as well as through Board committees, each of
which operates pursuant to a charter or procedures approved by the Board that delineates the specific responsibilities of that committee. The Board has established three standing committees: the Audit Committee, the Nominating Committee and the
Qualified Legal Compliance Committee. The members and responsibilities of each Board committee are summarized below.
The Board periodically evaluates its structure and composition as well as various aspects of its operations. The Board believes that
its leadership structure, including its Independent Chair position and its committees, is appropriate for the Trust in light of, among other factors, the asset size and nature of the Fund, the number of funds overseen by the Board, the arrangements
for the conduct of the Fund’s operations, the number of Trustees and the Board’s responsibilities. On an annual basis, the Board conducts a self-evaluation that considers, among other matters, whether the Board and its committees are functioning
effectively and whether, given the size and composition of the Board and each of its committees, the Trustees are able to oversee effectively the number of funds.
The Board holds four regularly scheduled meetings each year, which are normally expected to be in person. The Board
may hold special meetings, as needed, either in person or by telephone, to address matters arising between regular meetings. At least once per quarter, during a regularly scheduled meeting of the Board, the Independent Trustees meet without the
presence of interested Trustees.
The Trustees are identified in the table below, which provides information as to their principal business occupations held during the
last five years and certain other information. Each Trustee serves until his or her death, resignation or removal. The address for all Trustees is c/o Apex Fund Services, Three Canal Plaza, Suite 600, Portland, Maine 04101. John Y. Keffer, a former
Trustee of the Trust, has been appointed as a Trustee Emeritus by the Board. As Trustee Emeritus, Mr. Keffer will not have a vote with respect to Trust matters; however, Mr. Keffer may attend Board meetings.
|
Name and Year
of Birth
|
|
Length of Time Served
|
Principal Occupation(s) During Past Five Years
|
Number of Series in Fund Complex Overseen
By Trustee
|
Other Directorships Held By Trustee During Past Five Years
|
|
Independent Trustees
|
|
David Tucker Born: 1958
|
Trustee; Chairman of the Board
|
Since 2011 and Chairman since 2018
|
Director, Blue Sky Experience (a charitable endeavor) since 2008; Senior Vice President
& General Counsel, American Century Companies (an investment management firm) 1998-2008.
|
1
|
Trustee, Forum Funds II and U.S. Global Investors Funds
|
|
Mark D. Moyer Born: 1959
|
Trustee
|
Since 2018
|
Independent consultant providing interim CFO services, principally to non- profit organizations, since
2021; Chief Financial Officer, Freedom House (a NGO advocating political freedom and democracy) 2017-2021.
|
1
|
Trustee, Forum Funds II and U.S. Global Investors Funds
|
|
Jennifer Brown- Strabley
Born: 1964
|
Trustee
|
Since 2018
|
Principal, Portland Global Advisors (a registered investment adviser) 1996-2010.
|
1
|
Trustee, Forum Funds II and U.S. Global Investors Funds
|
|
Interested Trustees(1)
|
|
Karen Shaw Born: 1972
|
Trustee
|
Since 2023
|
Senior Vice President, Apex Fund Services since 2019; Senior Vice President, Atlantic Fund Services
2008-2019.
|
1
|
Trustee, Forum Funds II and U.S. Global Investors Funds
|
(1) Karen Shaw is currently an interested person of the Trust, as defined in the 1940 Act, due to her affiliation with Apex
Fund Services and her roles as Treasurer and Principal Financial Officer of the Trust.
In addition to the information set forth in the table above, each Trustee possesses other relevant qualifications, experience,
attributes or skills. The following provides additional information about these qualifications and experience.
David Tucker: Mr.
Tucker has extensive experience in the investment management industry, including experience in senior management, legal and compliance roles at two large mutual fund complexes; service on various committees of the Investment Company Institute
(“ICI”); and director of ICI Mutual (a mutual insurance company sponsored by the investment company industry), including service as chairman of the underwriting, risk and fraud committees of ICI Mutual’s board of directors. Mr. Tucker actively serves
charitable organizations in the metropolitan Kansas City area.
Mark D. Moyer: Mr. Moyer has
extensive experience with finance. He has served as chief financial officer for several non- governmental organizations and a publicly-listed integrated media company. Mr. Moyer also served as an adjunct professor of accounting at Fairfield
University.
Jennifer Brown-Strabley: Ms.
Brown-Strabley has extensive experience in the financial services and investment management industry, including institutional sales experience in global fixed-income and related quantitative research. Ms. Brown-Strabley also has experience in
business start-up and operations and as a former principal of a registered investment adviser, for which she continues to provide consulting advice from time to time.
Karen Shaw: Ms. Shaw has extensive experience in the fund services industry, including management roles in mutual fund operations,
financial and regulatory reporting. Ms. Shaw’s experience also includes testing and implementation, project management and client management. Ms. Shaw has a deep understanding of pooled investment products, including mutual fund governance,
operations and reporting.
Risk Oversight. Consistent
with its responsibility for oversight of the Trust and the Fund, the Board oversees the management of risks relating to the administration and operation of the Trust and the Fund. The Adviser, as part of its responsibilities for the day-to-day
operations of the Fund, is responsible for day-to-day risk management. The Board, in the exercise of its reasonable business judgment, also separately considers potential risks that may impact the Fund. The Board performs this risk management
oversight directly and, as to certain matters, through its committees (described below) and through the Independent Trustees. The following provides an overview of the principal, but not all, aspects of the Board’s oversight of risk management for
the Trust and the Fund.
In general, the Fund’s risks include, among others, investment risk, valuation risk, compliance risk and operational
risk. The Board has adopted, and periodically reviews, policies and procedures designed to address these and other risks to the Trust and the Fund. In addition, under the general oversight of the Board, the Adviser and other service providers have
themselves adopted a variety of policies, procedures and controls designed to address particular risks. Different processes, procedures and controls are employed with respect to different types of risks. Further, the Adviser oversees and regularly
monitors the investments, operations and compliance of the Fund’s investments.
The Board also oversees risk management for the Trust and the Fund through review of regular reports, presentations and other
information from officers of the Trust and other persons. Senior officers of the Trust, senior officers of the Adviser and the CCO regularly report to the Board on a range of matters, including those relating to risk management. In this regard, the
Board periodically receives reports regarding other service providers to the Trust, either directly or through the CCO. On at least a quarterly basis, the Independent Trustees meet with the CCO to discuss matters relating to the Fund’s compliance
program. Further, at least annually, the Board receives a report from the CCO regarding the effectiveness of the Fund’s compliance program.
The Board has designated the Adviser as the valuation designee pursuant to Rule 2a-5 under the Investment Company Act of 1940, as
amended, and delegated to the Adviser the responsibility for making fair value determinations with respect to the Fund’s portfolio securities. The Adviser, as the valuation designee, is responsible for periodically assessing any material risks
associated with the determination of the fair value of the Fund’s investments; establishing and applying fair value methodologies; testing the appropriateness of fair value methodologies; and overseeing and evaluating third-party pricing services.
The Adviser, as valuation designee, carries out its fair valuation responsibilities pursuant to and procedures approved by the Board. The Adviser, as valuation designee, reports to the Board on the pricing of the Fund's shares and the valuation of
the Fund's portfolio securities; recommends independent pricing services to provide a value for Fund assets; makes and monitors fair value determinations pursuant to the valuation policies and procedures; and carries out any other functions
designated to the Adviser relating to the valuation of Fund assets.
The Board also regularly receives reports from the Adviser with respect to the investments and securities trading of the Fund. For
example, typically, the Board receives reports, presentations and other information from the Adviser on at least an annual basis in connection with the Board’s consideration of the renewal of the investment advisory agreement between the Adviser and
the Trust on behalf of the Fund (the “Advisory Agreement”). Also, if applicable, the Board receives reports from the Adviser and other service providers in connection with the Board’s consideration of the renewal of any distribution plan of the Fund
under Rule 12b-1 under the 1940 Act. Senior officers of the Trust and senior officers of the Adviser also report regularly to the Audit Committee on valuation matters, internal controls and accounting and financial reporting policies and practices.
In addition, the Audit Committee receives regular reports from the Trust’s independent auditors on internal control and financial reporting matters.
Trustee Ownership in the Fund and the Fund Complex. The following table sets forth each Trustee’s ownership of the Fund and the Fund Complex.
|
Trustees
|
Dollar Range of Beneficial Ownership in the Funds as of December 31, 2022
|
Aggregate Dollar Range of Ownership as of December 31, 2022 in all Registered
Investment Companies Overseen by Trustee in the Fund Complex
|
|
Independent Trustees
|
|
David Tucker
|
None
|
None
|
|
Mark D. Moyer
|
None
|
None
|
|
Jennifer Brown-Strabley
|
None
|
None
|
|
Interested Trustees
|
|
Karen Shaw
|
None
|
None
|
B. Principal Officers of the Trust
The officers of the Trust conduct and supervise its daily business. As of the date of this SAI, the officers of
the Trust, their years of birth and their principal occupations during the past five calendar years are as set forth below. Each officer serves until his or her death, resignation or removal and replacement. The business address of each officer is
c/o Apex Fund Services, Three Canal Plaza, Suite 600, Portland, Maine 04101.
|
Name and Year of Birth
|
Position with the Trust
|
Length of Time Served
|
Principal Occupation(s) During Past 5 Years
|
|
Zachary Tackett
Born: 1988
|
President; Principal Executive Officer; Anti-Money Laundering Compliance Officer; Identity Theft Prevention Officer
|
President and Principal Executive Officer since 2023; Anti-Money Laundering Compliance Officer and Identity Theft Prevention Officer since 2014
|
Senior Counsel, Apex Fund Services since 2019; Counsel, Atlantic Fund Services 2014-2019.
|
|
Karen Shaw
Born: 1972
|
Treasurer; Principal Financial Officer
|
Since 2008
|
Senior Vice President, Apex Fund Services since 2019; Senior Vice President, Atlantic Fund Services 2008-2019.
|
|
Carlyn Edgar
Born: 1963
|
Chief Compliance Officer
|
Chief Compliance Officer 2008-2016 and 2021-current; Vice President since 2008
|
Senior Vice President, Apex Fund Services since 2019; Senior Vice President, Atlantic Fund Services 2008-2019.
|
|
Lindsey Dorval
Born: 1981
|
Vice President; Secretary
|
Since 2023
|
Counsel, Apex Fund Services since 2020.
|
E. Compensation of Trustees and Officers
For the year ended December 31, 2022, each Trustee was paid an annual fee of $45,000 for service to the Trust, and the Chairman of the
Board was paid an annual fee of $55,000. The Chairman of the Audit Committee was paid an additional annual fee of $2,000. The Trustees and Chairman may receive additional fees for special Board meetings. Each Trustee is also reimbursed for all
reasonable out-of-pocket expenses incurred in connection with his or her duties as a Trustee, including travel and related expenses incurred in attending Board meetings. No officer of the Trust is compensated by the Trust, but officers are reimbursed
for travel and related expenses incurred in attending Board meetings held outside of Portland, Maine.
The following table sets forth the fees paid to each Trustee by the Fund and
the Fund Complex for the fiscal year ended March 31, 2023.
|
Trustee
|
Aggregate Compensation from the Fund
|
Pension or Retirement Benefits Accrued as part of Fund Expenses
|
Total Compensation from Fund Complex
|
|
Independent Trustees
|
|
David Tucker
|
$3,676
|
N/A |
$3,676
|
|
Mark D. Moyer
|
$3,138
|
N/A |
$3,138
|
|
Jennifer Brown-Strabley
|
$3,005
|
N/A |
$3,005
|
|
Interested Trustees
|
|
Karen Shaw
|
$0
|
N/A |
$0
|
* * *
For more information, please contact a Fund customer service representative toll free at
(800) 805-8258.
PLEASE RETAIN FOR FUTURE REFERENCE.
POLARIS GLOBAL VALUE FUND (the “Fund”)
Supplement dated July 6, 2023 to the Statement of Additional Information (“SAI”)
dated May 1, 2023
The sub-sections entitled “A. Board of Trustees,” and “B. Principal Officers of the Trust,” and “E. Compensation of
Trustees and Officers” in the section entitled “Board of Trustees, Management and Service Providers” beginning on page 26 of the SAI are hereby deleted in their entirety and replaced with the following:
BOARD OF TRUSTEES, MANAGEMENT AND SERVICE PROVIDERS
A. Board of Trustees
The Trust is governed by its Board of Trustees (the “Board” or “Trustees”). The Board oversees the management and
operations of the Trust and the Fund, in accordance with federal law, Delaware law and the stated policies of the Fund. The Board oversees the Trust’s officers and service providers, including the Adviser, which is responsible for the management of
the day-to-day operations of the Fund based on policies and agreements reviewed and approved by the Board. In carrying out these responsibilities, the Board regularly interacts with and receives reports from senior personnel of service providers and
the Trust’s Chief Compliance Officer (“CCO”). The Board also is assisted by the Trust’s independent auditor (which reports directly to the Trust’s Audit Committee), independent counsel and other experts as appropriate. The Trustees serve until their
respective successors have been elected and qualified or until their earlier death, resignation or removal.
The Fund does not hold itself out as related to any other series within the Trust for purposes of investment and
investor services, nor does it share the same investment adviser with any other series. As a result, the term “Fund Complex” applies only to the Fund.
Board Structure and Related Matters. Independent
Trustees constitute at least a majority of the Board members. An Independent Trustee serves as Independent Chair of the Board. The Independent Chair’s responsibilities include: setting an agenda for each meeting of the Board; presiding at all
meetings of the Board and Independent Trustees; and serving as a liaison with other Trustees, the Trust’s officers, other management personnel and counsel to the Fund. The Independent Chair also performs such other duties as the Board may from time
to time determine.
The Trustees discharge their responsibilities collectively as a Board, as well as through Board committees, each of
which operates pursuant to a charter or procedures approved by the Board that delineates the specific responsibilities of that committee. The Board has established three standing committees: the Audit Committee, the Nominating Committee and the
Qualified Legal Compliance Committee. The members and responsibilities of each Board committee are summarized below.
The Board periodically evaluates its structure and composition as well as various aspects of its operations. The Board believes that
its leadership structure, including its Independent Chair position and its committees, is appropriate for the Trust in light of, among other factors, the asset size and nature of the Fund, the number of funds overseen by the Board, the arrangements
for the conduct of the Fund’s operations, the number of Trustees and the Board’s responsibilities. On an annual basis, the Board conducts a self-evaluation that considers, among other matters, whether the Board and its committees are functioning
effectively and whether, given the size and composition of the Board and each of its committees, the Trustees are able to oversee effectively the number of funds.
The Board holds four regularly scheduled meetings each year, which are normally expected to be in person. The Board
may hold special meetings, as needed, either in person or by telephone, to address matters arising between regular meetings. At least once per quarter, during a regularly scheduled meeting of the Board, the Independent Trustees meet without the
presence of interested Trustees.
The Trustees are identified in the table below, which provides information as to their principal business occupations held during the
last five years and certain other information. Each Trustee serves until his or her death, resignation or removal. The address for all Trustees is c/o Apex Fund Services, Three Canal Plaza, Suite 600, Portland, Maine 04101. John Y. Keffer, a former
Trustee of the Trust, has been appointed as a Trustee Emeritus by the Board. As Trustee Emeritus, Mr. Keffer will not have a vote with respect to Trust matters; however, Mr. Keffer may attend Board meetings.
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Name and Year
of Birth
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Length of Time Served
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Principal Occupation(s) During Past Five Years
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Number of Series in Fund Complex Overseen
By Trustee
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Other Directorships Held By Trustee During Past Five Years
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Independent Trustees
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David Tucker Born: 1958
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Trustee; Chairman of the Board
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Since 2011 and Chairman since 2018
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Director, Blue Sky Experience (a charitable endeavor) since 2008; Senior Vice President
& General Counsel, American Century Companies (an investment management firm) 1998-2008.
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1
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Trustee, Forum Funds II and U.S. Global Investors Funds
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|
Mark D. Moyer Born: 1959
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Trustee
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Since 2018
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Independent consultant providing interim CFO services, principally to non- profit organizations, since
2021; Chief Financial Officer, Freedom House (a NGO advocating political freedom and democracy) 2017-2021.
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1
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Trustee, Forum Funds II and U.S. Global Investors Funds
|
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Jennifer Brown- Strabley
Born: 1964
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Trustee
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Since 2018
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Principal, Portland Global Advisors (a registered investment adviser) 1996-2010.
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1
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Trustee, Forum Funds II and U.S. Global Investors Funds
|
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Interested Trustees(1)
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Karen Shaw Born: 1972
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Trustee
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Since 2023
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Senior Vice President, Apex Fund Services since 2019; Senior Vice President, Atlantic Fund Services
2008-2019.
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1
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Trustee, Forum Funds II and U.S. Global Investors Funds
|
(1) Karen Shaw is currently an interested person of the Trust, as defined in the 1940 Act, due to her affiliation with Apex
Fund Services and her roles as Treasurer and Principal Financial Officer of the Trust.
In addition to the information set forth in the table above, each Trustee possesses other relevant qualifications, experience,
attributes or skills. The following provides additional information about these qualifications and experience.
David Tucker: Mr.
Tucker has extensive experience in the investment management industry, including experience in senior management, legal and compliance roles at two large mutual fund complexes; service on various committees of the Investment Company Institute
(“ICI”); and director of ICI Mutual (a mutual insurance company sponsored by the investment company industry), including service as chairman of the underwriting, risk and fraud committees of ICI Mutual’s board of directors. Mr. Tucker actively serves
charitable organizations in the metropolitan Kansas City area.
Mark D. Moyer: Mr. Moyer has
extensive experience with finance. He has served as chief financial officer for several non- governmental organizations and a publicly-listed integrated media company. Mr. Moyer also served as an adjunct professor of accounting at Fairfield
University.
Jennifer Brown-Strabley: Ms.
Brown-Strabley has extensive experience in the financial services and investment management industry, including institutional sales experience in global fixed-income and related quantitative research. Ms. Brown-Strabley also has experience in
business start-up and operations and as a former principal of a registered investment adviser, for which she continues to provide consulting advice from time to time.
Karen Shaw: Ms. Shaw has extensive experience in the fund services industry, including management roles in mutual fund operations,
financial and regulatory reporting. Ms. Shaw’s experience also includes testing and implementation, project management and client management. Ms. Shaw has a deep understanding of pooled investment products, including mutual fund governance,
operations and reporting.
Risk Oversight. Consistent
with its responsibility for oversight of the Trust and the Fund, the Board oversees the management of risks relating to the administration and operation of the Trust and the Fund. The Adviser, as part of its responsibilities for the day-to-day
operations of the Fund, is responsible for day-to-day risk management. The Board, in the exercise of its reasonable business judgment, also separately considers potential risks that may impact the Fund. The Board performs this risk management
oversight directly and, as to certain matters, through its committees (described below) and through the Independent Trustees. The following provides an overview of the principal, but not all, aspects of the Board’s oversight of risk management for
the Trust and the Fund.
In general, the Fund’s risks include, among others, investment risk, valuation risk, compliance risk and operational
risk. The Board has adopted, and periodically reviews, policies and procedures designed to address these and other risks to the Trust and the Fund. In addition, under the general oversight of the Board, the Adviser and other service providers have
themselves adopted a variety of policies, procedures and controls designed to address particular risks. Different processes, procedures and controls are employed with respect to different types of risks. Further, the Adviser oversees and regularly
monitors the investments, operations and compliance of the Fund’s investments.
The Board also oversees risk management for the Trust and the Fund through review of regular reports, presentations and other
information from officers of the Trust and other persons. Senior officers of the Trust, senior officers of the Adviser and the CCO regularly report to the Board on a range of matters, including those relating to risk management. In this regard, the
Board periodically receives reports regarding other service providers to the Trust, either directly or through the CCO. On at least a quarterly basis, the Independent Trustees meet with the CCO to discuss matters relating to the Fund’s compliance
program. Further, at least annually, the Board receives a report from the CCO regarding the effectiveness of the Fund’s compliance program.
The Board has designated the Adviser as the valuation designee pursuant to Rule 2a-5 under the Investment Company Act of 1940, as
amended, and delegated to the Adviser the responsibility for making fair value determinations with respect to the Fund’s portfolio securities. The Adviser, as the valuation designee, is responsible for periodically assessing any material risks
associated with the determination of the fair value of the Fund’s investments; establishing and applying fair value methodologies; testing the appropriateness of fair value methodologies; and overseeing and evaluating third-party pricing services.
The Adviser, as valuation designee, carries out its fair valuation responsibilities pursuant to and procedures approved by the Board. The Adviser, as valuation designee, reports to the Board on the pricing of the Fund's shares and the valuation of
the Fund's portfolio securities; recommends independent pricing services to provide a value for Fund assets; makes and monitors fair value determinations pursuant to the valuation policies and procedures; and carries out any other functions
designated to the Adviser relating to the valuation of Fund assets.
The Board also regularly receives reports from the Adviser with respect to the investments and securities trading of the Fund. For
example, typically, the Board receives reports, presentations and other information from the Adviser on at least an annual basis in connection with the Board’s consideration of the renewal of the investment advisory agreement between the Adviser and
the Trust on behalf of the Fund (the “Advisory Agreement”). Also, if applicable, the Board receives reports from the Adviser and other service providers in connection with the Board’s consideration of the renewal of any distribution plan of the Fund
under Rule 12b-1 under the 1940 Act. Senior officers of the Trust and senior officers of the Adviser also report regularly to the Audit Committee on valuation matters, internal controls and accounting and financial reporting policies and practices.
In addition, the Audit Committee receives regular reports from the Trust’s independent auditors on internal control and financial reporting matters.
Trustee Ownership in the Fund and the Fund Complex. The following table sets forth each Trustee’s ownership of the Fund and the Fund Complex.
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Trustees
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Dollar Range of Beneficial Ownership in the Funds as of December 31, 2022
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Aggregate Dollar Range of Ownership as of December 31, 2022 in all Registered
Investment Companies Overseen by Trustee in the Fund Complex
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Independent Trustees
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David Tucker
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None
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None
|
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Mark D. Moyer
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None
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None
|
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Jennifer Brown-Strabley
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None
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None
|
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Interested Trustees
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Karen Shaw
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None
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None
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B. Principal Officers of the Trust
The officers of the Trust conduct and supervise its daily business. As of the date of this SAI, the officers of
the Trust, their years of birth and their principal occupations during the past five calendar years are as set forth below. Each officer serves until his or her death, resignation or removal and replacement. The business address of each officer is
c/o Apex Fund Services, Three Canal Plaza, Suite 600, Portland, Maine 04101.
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Name and Year of Birth
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Position with the Trust
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Length of Time Served
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Principal Occupation(s) During Past 5 Years
|
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Zachary Tackett
Born: 1988
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President; Principal Executive Officer; Anti-Money Laundering Compliance Officer; Identity Theft Prevention Officer
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President and Principal Executive Officer since 2023; Anti-Money Laundering Compliance Officer and Identity Theft Prevention Officer since 2014
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Senior Counsel, Apex Fund Services since 2019; Counsel, Atlantic Fund Services 2014-2019.
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Karen Shaw
Born: 1972
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Treasurer; Principal Financial Officer
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Since 2008
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Senior Vice President, Apex Fund Services since 2019; Senior Vice President, Atlantic Fund Services 2008-2019.
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Carlyn Edgar
Born: 1963
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Chief Compliance Officer
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Chief Compliance Officer 2008-2016 and 2021-current; Vice President since 2008
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Senior Vice President, Apex Fund Services since 2019; Senior Vice President, Atlantic Fund Services 2008-2019.
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Lindsey Dorval
Born: 1981
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Vice President; Secretary
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Since 2023
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Counsel, Apex Fund Services since 2020.
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E. Compensation of Trustees and Officers
For the year ended December 31, 2022, each Trustee was paid an annual fee of $45,000 for service to the Trust, and the Chairman of the
Board was paid an annual fee of $55,000. The Chairman of the Audit Committee was paid an additional annual fee of $2,000. The Trustees and Chairman may receive additional fees for special Board meetings. Each Trustee is also reimbursed for all
reasonable out-of-pocket expenses incurred in connection with his or her duties as a Trustee, including travel and related expenses incurred in attending Board meetings. No officer of the Trust is compensated by the Trust, but officers are reimbursed
for travel and related expenses incurred in attending Board meetings held outside of Portland, Maine.
The following table sets forth the fees paid to each Trustee by the Fund and
the Fund Complex for the fiscal year ended December 31, 2022.
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Trustee
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Aggregate Compensation from the Fund
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Pension or Retirement Benefits Accrued as part of Fund Expenses
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Total Compensation from Fund Complex
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Independent Trustees
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David Tucker
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$5,141
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N/A |
$5,141
|
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Mark D. Moyer
|
$4,389
|
N/A |
$4,389
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Jennifer Brown-Strabley
|
$4,203
|
N/A |
$4,203
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Interested Trustees
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Karen Shaw
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$0
|
N/A |
$0
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* * *
For more information, please contact a Fund customer service representative toll free at
(888) 263-5594.
PLEASE RETAIN FOR FUTURE REFERENCE.